PRC Petro Resources Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Amendment No. 3)

Under the Securities Exchange Act of 1934*

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

------------------- ------------------
CUSIP No. 71646K106 13G Page 2 of 6 Pages
------------------- ------------------
---------- ---------------------------------------------------------------------
 1 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Touradji Capital Management, LP
---------- ---------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [ ]
 (b) [X]
---------- ---------------------------------------------------------------------
 3 SEC USE ONLY

---------- ---------------------------------------------------------------------
 4 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
----------------------- --- ----------------------------------------------------
 5 SOLE VOTING POWER

 0
NUMBER OF --- ----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED 0
BY --- ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --- ----------------------------------------------------
 8 SHARED DISPOSITIVE POWER

 0
---------- ---------------------------------------------------------------------
 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 0
---------- ---------------------------------------------------------------------
 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 [ ]
---------- ---------------------------------------------------------------------
 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
---------- ---------------------------------------------------------------------
 12 TYPE OF REPORTING PERSON*

 IA, PN
---------- ---------------------------------------------------------------------


 - 2 -

------------------- ------------------
CUSIP No. 71646K106 13G Page 3 of 6 Pages
------------------- ------------------
---------- ---------------------------------------------------------------------
 1 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Paul Touradji
---------- ---------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [ ]
 (b) [X]
---------- ---------------------------------------------------------------------
 3 SEC USE ONLY

---------- ---------------------------------------------------------------------
 4 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
----------------------- --- ----------------------------------------------------
 5 SOLE VOTING POWER

 0
NUMBER OF --- ----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED 0
BY --- ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --- ----------------------------------------------------
 8 SHARED DISPOSITIVE POWER

 0
---------- ---------------------------------------------------------------------
 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 0
---------- ---------------------------------------------------------------------
 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 [ ]
---------- ---------------------------------------------------------------------
 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
---------- ---------------------------------------------------------------------
 12 TYPE OF REPORTING PERSON*

 IN
---------- ---------------------------------------------------------------------
 *SEE INSTRUCTION BEFORE FILLING OUT


 - 3 -

This Amendment No. 3 to the Schedule 13G (this "Amendment No. 3") is being filed with respect to the Common Stock of Petro Resources Corporation, a company organized under the laws of Delaware (the "Company"), to amend the Schedule 13G filed on September 5, 2006, as amended by that certain Amendment No. 1 thereto filed on February 14, 2007 and that certain Amendment No. 2 thereto filed on February 14, 2008 (as so amended, the "Schedule 13G"). This Amendment No. 3 is being filed in connection with the annual requirement to report changes in beneficial ownership not otherwise reported. Further, this Amendment No. 3 reports beneficial ownership of less than 5% of the total outstanding Common Stock of the Company by the Reporting Persons. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.

Item 4 of the Schedule 13G is hereby amended by the deletion of the entirety of
the text thereof and its replacement with the following:

The beneficial ownership of Common Stock by the Reporting Persons, is set forth in the information below:

(a) Amount beneficially owned: 0 shares of Common Stock as of December 31, 2008, held directly by the Funds.

(b) Percent of Class: 0.0%. The percentages used herein and in the rest of this Schedule 13G are calculated based on a total of 36,748,172 outstanding shares of Common Stock as of September 30, 2008, as reported in the Issuer's Report on Form 10-Q for the quarterly period ended September 30, 2008.

(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose of or direct the disposition: -0-
(iv) Shared power to dispose of or direct the disposition of: -0-

(a) Amount beneficially owned: 0 shares of Common Stock as of December 31, 2008, held directly by the Funds.

(b) Percent of Class: 0.0%.

(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose of or direct the disposition: -0-
(iv) Shared power to dispose of or direct the disposition of: -0-

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 17, 2009

TOURADJI CAPITAL MANAGEMENT, LP
By: Touradji Capital GP, LLC, its general partner

By: Paul Touradji, Managing Member

By: /s/ Thomas S. Dwan
 ---------------------------------------------
 Name: Thomas S. Dwan
 Title: Attorney-in-fact

PAUL TOURADJI

By: /s/ Thomas S. Dwan
 ---------------------------------------------
 Name: Thomas S. Dwan
 Title: Attorney-in-fact

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13G
WITH RESPECT TO
PETRO RESOURCES CORPORATION]

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