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Good Morning Josh....they are NOT negotiating....they are stalling....either waiting on a contract.....or some other event to take place.....
Why is VGREF not trading?......why no second closing?........why no pix from the new building?......none of this will be in the Annual Report....pix usually aren't...I know
the only thing we could see in the Annual Report is......The Live Trial with DP....LOL
also....wasn't VSPC suppose to be profitable by the end of last year?.....that should be in the report......
don't look for info on the IPA deal in the annual report.....Soap Opera's move very slowly......we might know by next year....
good luck Josh......yes I'll admit if I'm wrong....it's bound to happen....sooner or later
This isn't a pre_dic on the 8K?......
and remember...you were teaching me in this post....and suggesting I go to Wikipedia....great advice....
Posted by: pickinNclickin Date: Monday, February 22, 2010 8:03:14 AM
In reply to: horse_shoe who wrote msg# 6775 Post # of 7179
clearly you are confused which doesnt surprise anyone...i didnt say they got a 4 day extension on the closing i said they have 4 business days to report any material event with an 8k. you obviously have no clue what is going on maybe you should go to the www.sec.gov website and do some reading or maybe read some wikipedia on these filings and the rules that apply to them so you can do a better job here son.
and this isn't a pump on GKG?.....you know....real hush hush
Posted by: rodman Date: Thursday, January 07, 2010 11:56:08 AM
In reply to: joshgets46 who wrote msg# 5213 Post # of 7136
Exactly correct Josh! DP does not want the competition FOR GKG to incease more than there already is "Think about it" Dr V's own words. So I read DP wants an exclusive deal in China and N. America may be next? Regardless heard from I/R as well.
Now I was just asking a question on a possible scenario....and you had to start tapping your heels......play nice....or I'll keep mopping the floor with you....your choice
And yes....feel free to post about DMFCC.....I need some MO money......
We have had a LOW offer on SL1....it was from a CC comapny(my sources tell me).....and we turn it down......we have other companies looking.....including Shell Oil....
You can call Green Giant to confirm......they say the market is a little slow....but some serious buyers looking.....lots of bottom feeders......which would be CC companies....
Like you know what's going on....that 8K was a great read....you got anymore pre_dics?......
Josh said the good and evil battle will be over this week.....that should be fun
Nice to see the GKG pump has faded....and y'all trying another tech....lol
OK longs....is DMFCC heating up?
Question.....let's say GKG is a TOTAL failure....NO contracts.....zip zero nada.....and Chang get's left holding the bag....oh he still has IPA....and his public company.....but GKG goes no where
AND....DMFCC takes off.....yes Chang is a large SH....and benefits from a rise in pps....but what about that?.....
No dilution......no loan to Chang to payback......
Would you forgive and forget?....just curious
The soap opera continues.....
Oh yeah.....and I buy a ton of shares....ride this puppy up....SELL near the high.....then start bashing again......
It was a very low offer.....GG says we have others looking....including SHELL OIL....
The idea was funding.....if it's too low an offer....it won't fund squat......
I trust GG.....they had a sale a few weeks ago.....
Ck CDM Bazaar.....they show sales weekly.....and that's not all the players....those are just the ones registered with them.....
The market is a little slow right now.....SL1 is undervalued......there are still serious buyers out there.....
I'll keep harping....SHELL OIL....and SL1....that's a nice fit......I have my reasons
I think that's a realistic time frame.......my money is on Shell.......would make for a GREAT tv commercial...imbo
From my discussions....we have some serious buyers asking serious questions......follow up is occurring.....on the prospects side
SL1 can lead to a much bigger AU/Diamond biz.....imho
Get more infrastructure in place....more productivity will occur......on all fronts....
Paid basher....no.....cry baby.....not really.......
what was the other thing I said?..........
You can do what you want with your money.....God allows you and me to manage a certain amout.......my advice....manage your money......if SGCP is the place for your money....GOOD......
But remember....you still are just a money manager....and so am I......manage it well....and you and I will get more to manage.....
glt....me
Rising?.....it's been this way since I got here.....
If you have a problem with management......how stupid do you have to be to leave your money here?
I'm not talking blue curtains....instead of red.....
A/S double.....not enough info from the CO......Doug doesn't respond to emails....concentrate on mining this area....not that one.....cry cry cry......
OK you think DOUG IS DUMB?.....does that make you dumber to keep your money here?
Oh we can't wait....it will be so enlighting....
I bet that you will get some info that turns the market upside down......I bet the Wall Street Journal wishes that it could be in your shoes....I know I do....
Is that the 13th of this month.....or next?
Was Doug not available?
Who do we go to to get a CC?......some posters here have been threating to have one for weeks....they are going to hold management's feet to the fire....lol
Do they need numbers?
Phone: Canada +1 416 200-6966 +1 416 200-6966 or Sierra Leone +232 76 768 175 +232 76 768 175
Email: dougevans@sierragoldcorp.com
Holistic Solution Group
John Semachko Jr.
Phone: +1 330 273 6181 +1 330 273 6181
Email: holisticsolutiongroup@yahoo.com
JS Stewart
RR #2 Baltimore ON
Canada
Phone: +1 905 372 8616 +1 905 372 8616.
Email: jsstew@sierragoldcorp.com
Again......get r done....or get....
Like I care.....all I've been reading is how they are going to hold management accountable......let's hold them accountable.....
Either do the CC or sell and go somewhere else......or get someone on the phone that can make it happen......
The funny thing....they are mad at Doug......for not getting it done......lol
Having a CC has got to be easier than bringing GOLD or DIAMONDS out of the ground
Why does it take so long to get a conference call scheduled?...are the right people working on this?.....How long do we have to read about what a conference call?......cause the problem is SGCP doesn't give timely info.....lol
Seems a little hypocritical to me.......get on with the conference call.....and quit the whinning would ya......or post about something else......thx
He was one of my sources as well.....
Now it could still take some time.....and we could regret not taking the lowball offer.....but I think the guys at GG are pretty cool customers.......AND....if the CC market was really bad....I think they would advise us to sell.....think of it in these terms......have you ever known a Real Estate agent to turn down an offer.......especially in a bad market?
That tells me....the market is a little soft.....but not bad.....and SL1 is a great investment....imbo
That's why they are revising the timber side.....it's undervalued......
You've got some bottom feeders....trying to score SL1 low....
My favorite bit of info is.....SHELL OIL is looking....could be some great publicity for them.......BP has some nice commercials on alternative fuels
It's a nice day.....going to do some yard work....and spend some time with my favorite....my wife
Josh...thx for IGNORING me.....
Do you really think I'm making money off VSPC while you guys/gals are losing money?.....
We shall see what's happens....it's really become a soap opera that I'm addicted to......and I wish everyone the best......
I really thought it would have worked out differently by now.....I thought the pps would have went lower....and had a bounce....I was going to buy sub penny....it hasn't happened
Not sure how the WORLD WILL TURN HERE.....
At least you've quit bashing AMERICA......
GLT....me
When are you going to let us know?......get r done already.....and why haven't you already made the call?
Are you guys/gals going to post for weeks on end?....about what might happen......
I mean I'm long SGCP......but I'm not long a conference call....
Nothing But the TRUTH....so help me GOD......that's what I was told.....
I'm going to spend time with my bride now.......will post tomorrow.....maybe
Don't count on it....would you raise the bid on a house in this market?......SL1 has a redeemable value....but the market is a little slow......
A pr saying offers are being made is not much of a pr.....we know from the CC that the Jap Bank and World Bank were looking.....one of those may have made the low offer.....call Green Giant....or email....ask questions
I know....I'm getting impatient as well....it will come
I'd rather be selling CC's right now.....than a house
Oh yeah....there is also a redo going on with SL1....to clarify the value of the timber....it's undervalued considerably......
It would be nice if one of you would call or email....and verify what I'm posting....
and a little different marketing strategy....
You said John....I thought you meant Green Giant....my bad
Isn't that who the other conference call was with?
NO.....an offer was made....it was low....and refused
CALL GREEN GIANT
Call Green Venture....they work for YOU
An offer has been made.....it was LOW....it was refused
We are selling the house people....call your agent
If I post this....how can it be verified?.....CALL....and quit whinning
The CC market is slow right now......SHELL OIL is looking at SL1...I'm in the CC market
This board is very humorous....thx for the laughs.....
NOW CALL
You don't have to have a conference call.....CALL...they are still in the office....Grant is in La Jolla
Some of you need to quit whinning....and start making some phone calls......you are owners of SGCP.....
Think....what do we have for sell?......carbon projects.....we have people working for us.....REACH out and touch someone......
You might be suprised to learn what's going on....and not......in the CC market.......
There are some BIG names looking at SL1.....you might be happy to know somethings are happening......pick up the phone
CC's are a little slow right now.....my sources tell me.....some BIG names are looking at SL1 right now.......
The CC contract will come.....tomorrow...or next month....or the next....it will come
SL1 is undervalued.....it's only been on the market a few months....no reason to take a lowball price
GLT....the two of us
A trade is a buy and a sell.....I don't care what IHUB has...
Seems to be some foreign terms here....like manipulation....more sells than buys.....like I ask....does SGCP trade on a different market?.....
Now a more accurate statement would be......some selling pressure....which of course....is a buyers market.....I don't have to have IHUB tell me that.....I was told that accuracy was a must here......just trying to abide
Huge trade just went through...882 shares
Maybe negotiations are beginning to come to an end.....soon
Holding my breathe......
1 to 1 buys/sells....for every buy...there is a sell....does SGCP trade on a different market?
I hear ya about getting rich....there's been what....$75k traded here today.......wow.....that's BIG MONEY....lot's of manipulation going on here....LOL
great post....imbo
VSPC's waiting game.....from 1/14
On January 14, 2010, the Financial Industry Regulatory Authority (FINRA) approved VGE's application for quotation on the OTC Bulletin Board. VGE's market maker will file a priced quotation with FINRA, and trading of VGE shares is expected to begin shortly.
Of course...we don't have to mention the live trial.....but notice the SEC......they had lots of questions....when it came to the second closing.....and INTEREST
5. We note that the deadline for the second closing date has passed, and the balance owed to Mr. Chang continues to increase significantly. Include a risk factor highlighting the uncertainty that the cash payment will be raised.
Response: The cash payment to Chang is owed by VIASPACE, not the Company. Therefore, VIASPACE, not the Company, would suffer adverse economic effects due to payment obligation. VIASPACE is current negotiating with Mr. Chang on alternatives to the cash payment amount, however the VIASPACE settlement with Mr. Chang does not affect VIASPACE Green Energy’s assets or business.
Remember....the second closing was to take place 240 days after the first closing......and of course...it still hasn't happened.....Carl's mismanagement leads to over $500k to VSPC.......
But what did VSPC get for it's $16 million.....for a little while....an art biz(the jury is still out on who will retain that).....oh....and some seedlings.....
We could be subject to intellectual property rights claims regarding the seedlings.
We are subject to the risk that the seedlings we license infringe or will infringe upon patents, copyrights, trademarks or other intellectual property rights held by third parties. We acquired rights to grow Giant King Grass from a seller which we believe holds such rights. If that party does not hold such rights, we may be subject to legal proceedings and claims relating to the intellectual property of others. If any such claim arises in the future, litigation or other dispute resolution proceedings may be necessary to retain our ability to offer our current and future products, which could result in substantial costs and diversion of our management resources and attention even if we prevail in contesting such claims. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property rights, incur additional costs to license or develop alternative products and be forced to pay fines and damages, any of which could materially and adversely affect our business and results of operations, or terminate our grass business entirely.
We have a sublicense relationship with respect to the Giant King Grass license. If the license from our sublicensor is cancelled, terminated or otherwise is adversely affected, our sublicense may be materially affected.
We sublicense our intellectual property to the Giant King Grass from China Gate which licenses the intellectual property from the original licensor. The term of this license is not specified. China Gate has informed us that they have an exclusive license to the Giant King Grass in Guangdong province and North America and have granted us an exclusive sublicense to the same region. However, because we do not have a direct relationship with the holder of the intellectual property, any material adverse effect to the Giant King Grass license held by our sublicensor would affect our rights as the sublicensee. The original licensor is aware of our sublicense and has consented to it. For instance, if our sublicensor fails to perform its obligations under its license with the original licensor, we would have no recourse against the original licensor and our rights with respect to the sublicense may be materially affected.
No worries.....VSPC has a TRADEMARK......nothing can stop VSPC.....it has the upper hand.......
VSPC has a USELESS trademark(potentially).....a closing they can't fund......an live trial they can supply(?)....VGREF expected to begin shortly.....other than that......DMFCC....contracts to be announced.....SOON.......IONFINITY.....contracts coming.....SOON
it's a pink.....it's risky....but management.....maybe Chang would be better....imho
Probably from you Josh....and Rod.....2 months ago
Posted by: joshgets46 Date: Thursday, January 07, 2010 11:52:32 AM
In reply to: bigdaddyc25 who wrote msg# 5210 Post # of 7136
BigD-I personally spoke to, and so did Rod, Dr Jan on this matter. He said DP accepted the lab tests so there most likely will not be a PR. He said they did not want to make a big deal about it as GKG is gettng so much attention and there is only so much to go around. Please feel free to call Jan to confirm this for yourself so we can put another distraction to rest.
Then Rod replied.....
Posted by: rodman Date: Thursday, January 07, 2010 11:56:08 AM
In reply to: joshgets46 who wrote msg# 5213 Post # of 7136
Exactly correct Josh! DP does not want the competition FOR GKG to incease more than there already is "Think about it" Dr V's own words. So I read DP wants an exclusive deal in China and N. America may be next? Regardless heard from I/R as well.
Then other posters had questions.....
Posted by: Siader Date: Thursday, January 07, 2010 12:16:02 PM
In reply to: bigdaddyc25 who wrote msg# 5216 Post # of 7136
If they (DP) accepted the two independent test results, then why have they not signed a contract, and if they have then why has it not been PR'd, I would like to hear something other than "I am working hard" and "we are waiting on the SEC"
and Rod spoke up again.....
Posted by: rodman Date: Thursday, January 07, 2010 1:13:21 PM
In reply to: bigdaddyc25 who wrote msg# 5222 Post # of 7136
I concur the inference I received from Dr J was positive. In other words reading between the lines DP Clean wanted no test to lock the deal up awaiting the VGE SEC approval. JMO
THE DEAL IS DONE BUT COULDN'T BE SIGNED UNTIL THE APPROVAL!
You and Rod have bugle boy on speed dial......and were more than willing to pump VSPC/DP deal.....
All I ask was....what about the live trial?.....turns out the 2 test....were done before the DP pr was released.....but the pr said....the next step was a LIVE TRIAL.....
No the company NEVER said that a DP deal was coming....but the DP pr is the biggest fraud....if the 2 test were the reason for NOT doing the live trial......and BIG d should remove it.....
Yes Josh.....I'm sure you're hoping for contract news.....hec I hope you longs get it.....but you and Rod got a little carried away with the hype.....didn't you?
Is it any wonder why some would be ticked?.....and don't start the.......it's a pink....it's high risk.....
T9.....it's hard to say with this bunch.....hec Carl might pull a rabbit out of his hat yet....now I'm talking out of both sides of my mouth.......
As far as VSPC buying IPA......I posted nothing new today....I have a few weeks off....and was just having fun......at least justarookie was asking some questions to the company....these other guys aren't sure what's going on....nor am I.....they are just taking there frustrations out on me....it's OK....I can take it.....
I really think it's still a hold though.....but everytime I post that.....I have to ask....what the freak is taking so long?....
Unless VSPC has an amended contract.....Chang has the VSPC SH's by the short and curlies.....which makes me wonder....why no extension annoucement?....maybe they thought that would lead to a HUGE sell off....and so they have one...they just didn't announce it....
Maybe VSPC has an annoucement coming that's positive.....and they are just stalling....who knows....I do think they mistimed the IPO.....hope it works out for you T9
but one thing is for sure....
this is BS about "ongoing negotiations"....... to believe they are "still negotiating"....is drinking the kool-aid.......plain and simple.....or......you are admitting that Carl is the dumbest CEO on earth....which is another argument...for another day....you might win that one
GLT....me....and T9
VSPC currently DOESN'T OWN 59% of VGREF.....Jan pours more Kool-aid.......and the longs drink it.....
I've bought lots of property....been UNDER CONTRACT.....had earnest money on the table....but I didn't own the property.....until after the closing
As far as VGREF contains the grass and IPA biz....we know that bugle boy.....
Until there is a second closing......VSPC owns IONFINITY and DMFCC.....and nothing more
now if Chang gave an extension....say it Carl.....don't just keep releasing pr's....oh we are still negotiating....if you are still negotiating....you ain't got Sh......you don't have an agreement.......
Keep posting....you're a HOOT...ck this...
Parent, Acquirer and Shareholder acknowledge that the Shareholder will deliver the remaining 30% equity interest of IPA BVI to Acquirer, such that Acquirer shall receive all equity securities of IPA BVI, on or about January 15, 2010, regardless of whether the Second Closing occurs.
Now the HORSE has been posting that VSPC has failed to close.....are you posting that Chang has failed to deliver?....
You must really think he is an idiot....because that material breach....puts him at risk......at the tune of MILLIONS......
Now if that's what you've been trying to say all day....just say it.....CHANG FAILED TO DELIVER....now back up your statement.....
or get a grip on reality.....VSPC failed to close.....on 2/15
Oh you didn't.....thx ballantyne...from the SEC Q and A
Corporate History, page 7
1. We note your response to comment three from our letter dated October 21, 2009. Please revise your disclosure to address why Mr. Chang will transfer the remaining 30% of IPA BVI to the company in the event the second closing doesn’t occur and the closing conditions to your parent company and your obligations to close are satisfied or waived, regardless of whether the closing conditions to Chang’s obligations to close are satisfied. In addition, please include a risk factor addressing the possibility that if the second closing does not occur, you may not receive the remaining 30% interest in IPA BVI and what effect this could have on the rights of investors in the company.
Response: We have revised the disclosure accordingly by explaining that according to Amendment No. 3 to the Securities Purchase Agreement, if the parent company’s (i.e. VIASPACE, Inc.) closing conditions are satisfied, then Chang must deliver the remaining 30% of IPA BVI.
And Amendment NUMBER 3.....
On October 13, 2009 the parties to the Purchase Agreement entered into Amendment No. 3 to the Securities Purchase Agreement in which the parties agreed that Acquirer Shares would not be subject to cancellation unless the registration statement was abandoned. If the Acquirer Shares were registered, then such shares would no longer be subject to cancellation. In addition, the parties clarified that the non-competition clause did not apply to us and Messrs. Kukkonen and Muzi, but only to VIASPACE and its other affiliates. Further, we deleted the obligation of China Gate to assign the license to us.
VSPC got what it wanted....for their shares not to be cancelled....then they didn't close
anything else.....and why aren't you guys asking Dr.K some questions or bugle boy
anyway...thx for the softball...I think it went downtown....it's OK...you can hit the IGNORE button.....btw...it's in the pr...the transfer has already happened....they are buying from VGE....not Chang.....did you really think he was going to let $5.5 million just go by the wayside?....get real....from the pr....
IRVINE, Calif., March 1 /PRNewswire-FirstCall/ -- VIASPACE Inc. (OTC Bulletin Board:VSPC.ob - News), announced that negotiations on a Securities Purchase Agreement for its purchase of Inter-Pacific Arts Corp., a subsidiary of VIASPACE Green Energy Inc., are continuing. Both parties are working toward an agreement. No further details were provided.
The first agreemnent was with Chang....now it's with VGE....VGE owns IPA.....
Josh...you don't have me on IGNORE....you can't IGNORE me....I'm just too charming...imho....from earlier....
Posted by: joshgets46 Date: Thursday, March 04, 2010 10:47:36 AM
In reply to: A deleted message Post # of 7110
There is no obligation to deliver the license to VGE, this says nothing about the trademark, Viaspace can do what it wants with it. They have the leverage for VGE to be successful. And yes they have the trademark because it is illegal to mark a name with the C unless you have it. Let me ask you, you posted that to prove me wrong right? Are you illiterate? And why are you getting so upset all of the sudden Horse? Calm down, think about what you are doing. good boy. good boy
Now quit acting like you don't watch every key I hit with my hooves on the keyboard......and back up what you post.....you claimed IPA has the license....show me....
but VSPC has the trademark....which one has more POWER?....talk to me....when you get off the phone with JAN....
OK...you ask for it....
Corporate History
On October 21, 2008, VIASPACE Inc., our parent company (“VIASPACE”), and we entered into a Securities Purchase Agreement (the "Purchase Agreement") with Sung Hsien Chang ("Chang"), and China Gate Technology Co., Ltd., a Brunei Darussalam company ("Licensor"). Under the Purchase Agreement, we agreed to acquire 100% of Inter-Pacific Arts Corp., a British Virgin Islands international business company ("IPA BVI"), and the entire equity interest of Guangzhou Inter-Pacific Arts Corp., a Chinese wholly owned foreign enterprise registered in Guangdong province ("IPA China") from Chang, the sole shareholder of IPA BVI and IPA China. In exchange, VIASPACE agreed to pay $16 million in a combination of cash, and newly-issued shares of VIASPACE and our ordinary shares. In addition, VIASPACE issued shares of its common stock to Licensor and in exchange Licensor sub licensed certain fast growing grass technology to IPA China.
The transactions under the Purchase Agreement ("Acquisition") involves two phases. At the first closing on October 21, 2008, we issued 3,500,000 newly-issued shares to Chang and his designees. VIASPACE issued 215,384,615 shares of its common stock to Chang and 30,576,007 shares of common stock to Licensor. Chang delivered 70% of the outstanding common stock of IPA BVI to us. In addition, we executed employment agreements with certain persons, including Sung Chang; Carl Kukkonen, VIASPACE’s Chief Executive Officer; Stephen Muzi, the VIASPACE’s Chief Financial Officer; and Maclean Wang, the sole shareholder of the Licensor. Our shareholders also entered into an agreement with Chang regarding the rights as our shareholders ("Shareholders Agreement") to elect directors. IPA China became a wholly-owned subsidiary of IPA BVI (and indirectly, our subsidiary) after the First Closing.
Following various amendments to the Purchase Agreement, the deadline for the second closing in which the remaining minority interest of 30% of IPA BVI equity holdings would be transferred to us is January 15, 2010 ("Second Closing") unless otherwise extended to February 15, 2010 . At the Second Closing, VIASPACE shall pay $4.8 million ("Cash Consideration") plus Interest (as determined below) since the First Closing, in cash to Chang. Interest on the Cash Consideration shall accrue at 6% for the first six months after the First Closing, and then 18% until June 10, 2009, and then at an annual rate of 6% thereafter. As of September 30, 2009, the entire amount of Cash Consideration due from VIASPACE to Chang was $5.155 million. VIASPACE shall also issue 1.8% of its then outstanding shares of common stock to Licensor. We have complete control of the assets of IPA BVI through our majority ownership position and there is no restriction on the Company’s ability to transfer or capitalize on such assets at any time, including prior to the cash payment due Mr. Chang from VIASPACE.
The conditions to VIASPACE’s and our obligations to consummate the second closing included: (1) representations and warranties of Chang and Licensor remained true at closing; (2) Chang complied with the material covenants under the agreement; (3) the issuance of the securities to Chang and Licensor were exempt from registration, including under Regulation D for which the issuance of the first closing shares relied upon; (4) Chang executed certain compliance certificates; (5) customary permits, consents and waivers were obtained; (6) books and records were delivered to VIASPACE; (7) an officer’s certificate regarding each target’s charter documents were delivered; (8) due diligence had been satisfactorily completed; and (9) Chang shall have transferred his entire equity interest in IPA China to IPA BVI. To our knowledge, all of these criteria have been satisfied.
The conditions to Chang’s and Licensor’s obligation to consummate the second closing included: (1) representations and warranties of VIASPACE and us remained true at closing; (2) VIASPACE and we complied with the material covenants under the agreement; (3) books and records of VIASPACE were delivered or made available to Chang and his counsel; (4) any necessary third party consents shall have been obtained; and (5) VIASPACE shall be prepared to deliver $4.8 million in cash to Chang. To our knowledge, all of these criteria, other than the cash payment, have been prepared or may be delivered shortly. Management is uncertain when it will be able to raise the cash payment amount.
In addition, the Licensor and Sung Chang, the seller of IPA China and IPA BVI, each represented that at least 100 hectares of arable land in Guangdong province in China will be available for grass farming by IPA China within 12 months after the First Closing Date. IPA China secured 45 hectares of arable land in the first quarter of 2009 and leased an additional 55 ha in the third quarter of 2009. The requirement has been met so this requirement no longer has any impact on our ability to utilize our grass license rights.
We sublicense our intellectual property to the Giant King Grass from China Gate which licenses the intellectual property from the original licensor. China Gate has informed us that they have an exclusive license to the Giant King Grass in Guangdong province and North America and have granted us an exclusive sublicense to the same region. However, we do not have a direct relationship with the holder of the intellectual property, any material adverse effect to the Giant King Grass license held by our sublicensor would affect our rights as the sublicensee.
7
On August 21, 2009, the parties entered into a second Amendment to the Purchase Agreement that the Registrant’s shares held by Chang and others were no longer subject to forfeiture even if the Second Closing did not occur. This amendment also extended the Second Closing deadline from June 18, 2009 to November 21, 2009 (which has since been further extended to January 15, 2010 under a subsequent amendment to the Purchase Agreement). The Second Closing is now scheduled for December 15, 2009, and VIASPACE is to pay $4,800,000 plus interest to Chang. Interest on the Cash Consideration shall accrue at 6% for the first six months after the First Closing, and then 18% until June 10, 2009, and then at an annual rate of 6% thereafter . VIASPACE shall also issue 1.8% of its then outstanding shares of common stock to Licensor. Chang shall deliver the remaining 30% of the outstanding shares of IPA BVI to VGE even if the Second Closing did not occur and the closing conditions to VIASPACE’s and us are satisfied or waived. The Second Closing has not occurred at this time. VIASPACE and we believe that such closing conditions have been satisfied at November 25, 2009. The parties have acknowledged on Amendment No. 6 to the Securities Purchase Agreement dated on or about December 18, 2009, that regardless of whether the Second Closing occurs or not, the remaining 30% of IPA will be transferred to VGE on or before January 15, 2010. Therefore, even if the Second Closing did not occur, the remaining 30% of IPA BVI will be transferred to VGE. We believe that this transfer will occur on or before January 15, 2010.
If the Second Closing does not take place by the Second Closing Deadline, then alternatively, the following will occur:
· Chang and/or his designees shall retain our Shares;
· VIASPACE shall transfer all shares of our common stock it holds to Chang;
· Chang will deliver the remaining 30% equity interest of IPA-BVI to us, such that we shall receive all equity securities of IPA-BVI, and
· if VGE’s common stock is not listed on a Trading Market as of the Second Closing Deadline, Chang shall also receive such number of shares of VIASPACE common stock so that Chang shall own a majority of the outstanding shares of VIASPACE common stock as of the date of issuance.
As required by the Purchase Agreement, VGE filed a Form S-1 Registration Statement with the Securities and Exchange Commission ("SEC") on June 3, 2009 covering the resale of all or such maximum portion of VGE common stock issued pursuant to the Purchase Agreement as permitted by SEC regulations. The second Amendment extends until November 21, 2009, the date that VGE shall use its best efforts to qualify its Common Stock for quotation on a trading market. If VGE’s Registration Statement is declared effective by the SEC on or before November 21, 2009, the Second Closing Deadline will be extended until December 21, 2009.
On November 25, 2009, we entered into another amendment to the Securities Purchase Agreement that extended the Second Closing Deadline from November 21, 2009 to December 15, 2009; and provided further that if the registration statement were declared effective by the SEC on or before December 15, 2009, then the Second Closing Deadline would be extended to January 15, 2010. On December 18, 2009, the parties further extended the Second Closing Deadline to January 15, 2010, and if the registration declared effective by the SEC on or before January 15, 2010, then the Second Closing Deadline would be extended to February 15, 2010.
Also pursuant to the second amendment, VIASPACE irrevocably assigned to Chang and Licensor the VIASPACE shares issued to Chang and Licensor in the First Closing of the Purchase Agreement. Licensor agreed to limit sales of VIASPACE common shares issued at the First Closing to a maximum of 8,800,000 shares in any 90-day period. On October 13, 2009 the parties to the Purchase Agreement entered into the third Amendment to the Securities Purchase Agreement in which the parties agreed that in the event that the Second Closing fails to occur and VIASPACE’s closing conditions to the Second Closing have been satisfied by Chang, then (1) Chang and/or his designees shall retain our Shares, (2) VIASPACE shall transfer all shares of our common stock it holds to Chang, (3) Chang will deliver the remaining 30% equity interest of IPA-BVI to us, such that we shall receive all equity securities of IPA-BVI, and (4) if VGE’s common stock is not listed on a Trading Market as of the Second Closing Deadline, Chang shall also receive such number of shares of VIASPACE common stock so that Chang shall own a majority of the outstanding shares of VIASPACE common stock as of the date of issuance. In addition, the parties clarified that the three year non-competition clause to engage in the grass business starting from the date of the First Closing does not apply to VGE and Messrs. Kukkonen and Muzi, but only to VIASPACE and its other affiliates. Further, we deleted the obligation of Licensor to assign the grass license to VGE.
If the Second Closing has occurred but if Registrant common stock is not listed on a trading market by January 15, 2010 (or February 15, 2010 if this registration statement is declared effective prior to January 15, 2010 ) , then VIASPACE will issue to Chang the number of shares of its common stock equivalent to US$5,600,000.
Licensor and Chang each represented and covenanted that at least 100 hectares of arable land in Guangdong province in China will be available for grass farming by IPA China within 12 months after the First Closing Date. Any agreement regarding such land use rights shall grant the land use rights to IPA China, but shall be assignable to us at our option. The term of such agreement, including possible renewals, shall be at least 10 years. Currently approximately 45 hectares of the 100 hectares are leased by IPA China in Guangdong province for a term of 20 years. We expect Chang to complete the leasing of a total of 100 hectares by the deadline. We do not expect to request an assignment of this lease since we intend to own IPA China through 100% ownership of IPA BVI. VIASPACE and we have contractual rights to enforce this obligation and intend to do so.
On October 13, 2009 the parties to the Purchase Agreement entered into Amendment No. 3 to the Securities Purchase Agreement in which the parties agreed that Acquirer Shares would not be subject to cancellation unless the registration statement was abandoned. If the Acquirer Shares were registered, then such shares would no longer be subject to cancellation. In addition, the parties clarified that the non-competition clause did not apply to us and Messrs. Kukkonen and Muzi, but only to VIASPACE and its other affiliates. Further, we deleted the obligation of China Gate to assign the license to us.
As previously stated, on November 25, 2009, we entered into another amendment to the Purchase Agreement that extended the Second Closing Deadline to December 15, 2009. On December 18, 2009, the parties further extended the Second Closing Deadline to January 15, 2010, and if the registration declared effective by the SEC on or before January 15, 2010, then the Second Closing Deadline would be extended to February 15, 2010.
At the time of the original agreement....Chang was the sole SH.....now he owns about 91%Number of
Shares Owned
Before
Offering Number of
Shares
Offered in this
Offering Number of
Shares Owned
After Offering(1) Percentage
Owned
After
Offering(1)
Sung Hsien Chang (2) 530,000 106,000 424,000 4.9 %
Green Solutions Group Limited (3) 526,000 105,200 420,800 4.9 %
Wen Liang Chang (4) 10,000 10,000 0 0.0 %
Yin Chia Yang Chang (5) 10,000 10,000 0 0.0 %
Sung Kao Chang (6) 40,000 30,000 10,000 0.1 %
Yu Yin Chang (7) 10,000 10,000 0 0.0 %
Shun Yin Chang (7) 10,000 10,000 0 0.0 %
Sung Hung Chang (6) 60,000 30,000 30,000 0.3 %
Hsiu Fen Su (8) 350,000 70,000 280,000 3.3 %
Chun Hao Chang (9) 200,000 40,000 160,000 1.9 %
Jay Chang (9) 200,000 40,000 160,000 1.9 %
Chung Hsin Lin (10) 10,000 10,000 0 0.0 %
Yin Ju Chang (11) 10,000 10,000 0 0.0 %
Chan Sheng Lin (7) 10,000 10,000 0 0.0 %
Chan Kuan Lin(7) 10,000 10,000 0 0.0 %
Tzu Ching Lin(7) 10,000 10,000 0 0.0 %
Chan Chun Lin(7) 10,000 10,000 0 0.0 %
Chih Wei Chang (12) 10,000 10,000 0 0.0 %
Ting Wei Chang(12) 10,000 10,000 0 0.0 %
Ya Hui Chang(12) 10,000 10,000 0 0.0 %
Ko Hsin Yang(12) 10,000 10,000 0 0.0 %
Zhan Pei Xiao 99,000 30,000 69,000 0.8 %
Hai Yang Xiao 500 500 0 0.0 %
Hai Lan Xiao 500 500 0 0.0 %
I Sen Chen 50,000 30,000 20,000 0.2 %
Huan Ching Hsu 100,000 30,000 70,000 0.8 %
Su Nan Wang 150,000 30,000 120,000 1.4 %
Marty F. Bridges 2,000 1,000 1,000 0.0 %
47
Name of Selling Shareholder Number of
Shares Owned
Before
Offering Number of
Shares
Offered in this
Offering Number of
Shares Owned
After Offering(1) Percentage
Owned
After
Offering(1)
Ko Hung Wang (13) 525,000 105,000 420,000 4.9 %
GIT, LLC. (14) 523,000 104,600 418,400 4.9 %
Kevin Wei 100 100 0 0.0 %
Albert Wu 500 500 0 0.0 %
Eric Wu 500 500 0 0.0 %
Kevin Wu 500 500 0 0.0 %
Alexander Brown 100 100 0 0.0 %
Nathaniel Brown 100 100 0 0.0 %
Makayla Xinyu Hu 100 100 0 0.0 %
Rachel Xinrui Hu 100 100 0 0.0 %
Lily Wang 1,000 1,000 0 0.0 %
Patricia Roberge 1,000 1,000 0 0.0 %
TOTAL 3,500,000 896,800 2,603,200 30.5 %
________________
(1) Assumes that all shares will be resold by the selling shareholders after this offering. However, the selling shareholders have no obligation to sell all registered shares.
(2) Mr. Sung Hsien Chang is the President of VGE.
(3) The natural person with voting and dispositive powers for Green Solutions Group Limited is Hsiu Fen Su, the wife of Sung Hsien Chang. Mr. Sung Hsien Chang has a minority interest in Green Solutions Group Limited.
(4) Shareholder is the father of Mr. Sung Hsien Chang.
(5) Shareholder is the mother of Mr. Sung Hsien Chang.
(6) Shareholder is the brother of Mr. Sung Hsien Chang.
(7) Shareholder is the nephew of Mr. Sung Hsien Chang.
(8) Shareholder is the wife of Mr. Sung Hsien Chang.
(9) Shareholder is the son of Mr. Sung Hsien Chang.
(10) Shareholder is the sister-in-law of Mr. Sung Hsien Chang.
(11) Shareholder is the sister of Mr. Sung Hsien Chang.
(12) Shareholder is the cousin of Mr. Sung Hsien Chang.
(13) Shareholder is also known as Maclean Wang, and is an employee of the Company.
(14) The natural person with voting and dispositive powers for GIT, LLC is Yousan Su.
48
PLAN OF DISTRIBUTION
Each selling shareholder of the common stock and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its registered ordinary shares on the OTC Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling shareholder may use any one or more of the following methods when selling shares, subject to applicable federal and state securities laws:
? ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
? block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
? purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
? an exchange distribution in accordance with the rules of the applicable exchange;
? privately negotiated transactions;
? settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
? broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
? through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
? a combination of any such methods of sale; or
? any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440, and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. The maximum commission or discount to be received by any Financial Industry Regulatory Authority (“FINRA”) member or independent broker-dealer will not be greater than 8% for the sale of any securities included in the registration statement of which this prospectus is a part.
In connection with the sale of the common stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may, subject to applicable federal state securities laws, in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also, in compliance with applicable federal and state securities laws, sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities that require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling shareholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute our common stock.
We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Now you can call it paper......but there are SH's and they have been listed....they will have to report what transpires.....
VGE is a seperate company....Chang delivered IPA to VGE....it's in the filing....ie...the contract....ie.....ALL THE PIECES OF THE PIE......that VSPC no longer has.....
You got me.....it doesn't say re-purchase...it just says that they are buying it from VGE.....and it doesn't mention that VGE is a subsidary of VSPC.....the first time they were suppose to be buying it from Chang....but they failed....now they are buying it from VGE....man you are AWESOME
My last post here....you guys are heavywieghts....I'm out of my league....pls forgive my NOVICENESSNESS(?).....big players here for sure....man I should have not sold at .03...I could be making money now.....lol
Pls keep posting....I have a couple weeks off....you are a HOOT...imho of course
If you had read my brillant post....you would know that the gig is done in The Villages, FL.....got a few weeks at home...it's great....
Now...what smoke and mirros?....the last pr that states VSPC is trying to re-purchase IPA.....
IRVINE, Calif., March 1 /PRNewswire-FirstCall/ -- VIASPACE Inc. (OTC Bulletin Board:VSPC.ob - News), announced that negotiations on a Securities Purchase Agreement for its purchase of Inter-Pacific Arts Corp., a subsidiary of VIASPACE Green Energy Inc., are continuing. Both parties are working toward an agreement. No further details were provided.
or the smoke and mirrors that keeps VSPC out of the grass biz until the OCT next year?.....
On October 13, 2009 the parties to the Purchase Agreement entered into Amendment No. 3 to the Securities Purchase Agreement in which the parties agreed that Acquirer Shares would not be subject to cancellation unless the registration statement was abandoned. If the Acquirer Shares were registered, then such shares would no longer be subject to cancellation. In addition, the parties clarified that the non-competition clause did not apply to us and Messrs. Kukkonen and Muzi, but only to VIASPACE and its other affiliates. Further, we deleted the obligation of China Gate to assign the license to us.
Not sure what smoke and mirrors you are posting about....been looking for that $fittyk buy you've been promising.....btw....I didn't think you were so excited about GKG anyway....oh well...I guess if you want to post about biomass....you'll need to do it on the VGREF board.....lol
Pls provide any mistatements or untruths that I am posting....I wish to be accurate....thx