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VGREF's parent company is VSPC....
Web Site: http://www.viaspace.com
VIASPACE Inc. operates as a renewable and alternative energy company. It involves in the cultivation and sale of Giant King Grass, a natural hybrid grass for livestock feed, as well as a feedstock for non-food crop biofuel production. The company also involves in the manufacture, development, and sale of framed artwork; disposable fuel cell cartridges for fuel-cell powered portable electronics, such as notebook computers and mobile phones; alternative energy fuel cells and lithium battery testing equipment; integrated detection and identification system for chemical and biowarfare agents; and electronic sniffer sensor that detects chemical, biological, radiological, explosive, and illegal drug residue. It has operations in China, Korea, and Japan. The company is based in Pasadena, California.
GLTA
More thoughts about the second closing and paying Chang....
Posted by: tommy 9 fingers Date: Monday, January 25, 2010 11:15:33 AM
In reply to: seattleiowahawki who wrote msg# 5649 Post # of 5677
Not entirely sure, mostly asking, could be the Licensor as well.
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.
So I did find something interesting, IPA is now actually part of VGREF is that not correct, If so then if someone said that VSPC could sell shares of VGREF to pay Chang would they be wrong. If I am wrong still looks like they do have other assests to minimize dilution.
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 entire amount of Cash Consideration due from VIASPACE to Chang was $5.155 million divided by $3.00 pps comes to around 1.7 million shares of VGREF
Page 7
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6960606
Another Yahoo post....
Jan took my call - optimistic tone 19-Jan-10 11:48 pm VSPC holds 59 percent of VGREF shares. I believe the number of VGE shares issued and outstanding times 59 percent times the market value per share is the asset value that will be recorded on the books of VSPC. Once trading starts, and as small contracts are announced, I believe we will see VSPC range between 4 cents and 40 cents during the year. In 2011, as thousands of acres are planted and growing, the price could range between 20 cents and 150 cents.
After that, this will become a solid micro-cap growth company with substantial upside.
That is my opinion, after speaking with Dr J briefly after the market close today. They are managing the whole process in a very conservative way so do not get impatient. They have received a lot of inquiries from companies in a number of countries. The focus is to get as many seedlings planted and growing as possible to support testing and evaluation AND support plantings year-end after commitments are received, on thousands of acres. DP is not the only big player; I sense we will see PR frequently regarding the favorable outcome of currently confidential negotiations.
Jan was on the way out the door so had time for little more discussion other than:
DTI Energy is a non-factor competitor; the DFMCC strategy is to provide the cell licensing for free as long as the OEM agrees to pay royalties for their cartridge patents. They feel VERY SECURE in their patent protections. DMFCC deliveries and time lines are still in the quiet hands of the OEM's. This is a low risk, high margin strategy in my opinion.
He graciously took my call off hours and encouraged a call back during trading hours.
Sorry, folks, time was not an ally to seek answers to other questions I have seen posted.
Sentiment : Strong Buy
Rating :
(7 Ratings)Rate it: laughngrass
A lot of VSPC longs are optimistic about VGREF trading.....
From Yahoo...from IR at VSPC....
IHUB post by Jason Burton 25-Jan-10 02:44 pm Here is the email he received from Dr. Jan a short while ago:
"Hello Jason
Everything is fine with the company. Nothing has changed. We are negotiating the second closing and as soon as there is news we will put out a release. VGREF will start trading soon. We have not been given an exact date yet.
If VGREF needs money, which I doubt, it will have to raise it, not VSPC. I know of no plans to do so.
Regards
Jan "
FROM ME:
CHILL - I am grateful to those who are selling.
Some re-assurances from IR
It's exciting if you think about it.....VGREF to begin trading anyday....or is it.....another post
Posted by: horse_shoe Date: Monday, January 25, 2010 5:28:19 PM
In reply to: None Post # of 5677
VSPC is stalling for some reason....and they are way too quiet....either they have a contract....or they are working out some sort of agreement with milestones.....if Jan is acting the way you guys describe.....my guess on a contract would be for feed.....not a DP deal....but I don't know.....I just don't understand the silence....and I'm just guessing.....
Also....I'm not so sure that VGE is actually going to start trading away.....not without a nice $5 mil contract or more....
but that is not neccessarily the worst for VSPC.....save the offering until the time is right....
Rodman had a good idea the other day about an 8% note with Chang......that's not a bad idea....it would (could)stop dilution....
This scenario(s) here my not prevent a selloff.....but I think Carl could pull it off....if things went like I describe.....maybe a MOU with a feed company.....an 8% note...and wait to trade VGE......might see a penny....but then back up....any thoughts?.....
As you can see....anticipation....glta
We also have some post about when trading begins....
Posted by: burtonjay21 Date: Monday, January 25, 2010 4:22:01 PM
In reply to: seattleiowahawki who wrote msg# 5666 Post # of 5677
seattle, i'm going to go with my PR tomorrow and trading of VGREF on Wed.
off for a run and to clear the mind
We shall see....glta
Lot's of ideas of how this is going to play out.....from the VSPC board....VSPC owns 59% of VGREF.....trading has yet to begin.....
Posted by: rodman Date: Sunday, January 24, 2010 10:34:18 AM
In reply to: seattleiowahawki who wrote msg# 5635 Post # of 5677
Although they are not set up to do this VSPC-VGREF could issue warrants to Mr chang to purcchase VGE common in the future. Also options available to him as part of his compensation. Regardless Mr Chang is no more interested in diluting VSPC then we are. A nice contract and long term liability would resolve this issue.
How could he lose with a 5 million note payable at say 8%?
But its easy to say so we need the contract which will come.
Rodman may have the best idea to prevent the dilution of VSPC shares.....imho....glta
VSPC longs...I created the VGE board....I have the only post so far.....I know VSPC owns 59% of VGE....that means 59% of you need to get over there.....glta
Welcome to Viaspace Green Energy.....trading to begin soon.
You are speaking my language.....what's in the ground is gravy....I want 8 figures NOW.....that's why I'm here....CC's.....I'll let the AU pan out later.....glta
But wouldn't that reduce VSPC ownership on a percentage basis?.....also at what price?......VGE would need to begin trading....and then @ $3 per share....2 million shares...and boom Chang is paid.....but...as of right now NO contracts...besides didn't someone say Jan said that no VGE shares would be used to pay Chang.....
I think Rodman has the better solution....an 8% or so note....hold off dilution for now...
VSPC is stalling for some reason....and they are way too quiet....either they have a contract....or they are working out some sort of agreement with milestones.....if Jan is acting the way you guys describe.....my guess on a contract would be for feed.....not a DP deal....but I don't know.....I just don't understand the silence....and I'm just guessing.....
Also....I'm not so sure that VGE is actually going to start trading away.....not without a nice $5 mil contract or more....
but that is not neccessarily the worst for VSPC.....save the offering until the time is right....
Rodman had a good idea the other day about an 8% note with Chang......that's not a bad idea....it would (could)stop dilution....
This scenario(s) here my not prevent a selloff.....but I think Carl could pull it off....if things went like I describe.....maybe a MOU with a feed company.....an 8% note...and wait to trade VGE......might see a penny....but then back up....any thoughts?.....
You may be on to something....from the filing....pg45
(1) The natural person with voting and dispositive power of ordinary shares held by VIASPACE Inc. is Carl Kukkonen. Mr. Kukkonen disavows ownership of such shares. Percentage ownership after offering assumes that all registered shares have been sold, and VIASPACE holds 5,100,000 shares after the offering.
VSPC owns 5.1 million after all shares have been sold....59%
So the VGE shares would need to be sold out...for VSPC to own 5.1 mil shares.....and I guess the price remains to be seen....not sure if that would have to be filed......and if they sold say 1.7 mil shares....wouldn't ownership decrease?
Not according to post 5575......mostly buys on Friday....
Who asked you to prove a negative?.....I disagree with your premise....if you can't back up your theory....well you can't....
glad you're here though.....you seem like a lot of fun...
Now let's get a CC contract.....today....
CBAI has 6.5 billion outsanding shares....or something like that....and they just hit 2 cents....yeah they got the grand opening of the Vegas store....but they retired debt...that's what drove the pps up.....CC's will help us in a way financing won't.....don't mind Johnny Appleseed.....long as he is visiting with us...he's doing NO harm.....SGCP best days are ahead....short term and long term.....well it's about bedtime...think I'll go SAW some logs....GLTA
CC is why I'm here.....gold and diamonds are the topping on the cake.....
The January issue of Bloomberg Markets is a great read.....banks are the key players in CC's......SGCP is using it's influence wisely.....those A/S our friends are concerned with....will be history soon enough.....look at KATX.....that was just financing.....CC's are not results oriented....unlike financing.....GLTA
Why don't you produce something that says what you claim.....btw....it almost hit a penny a few weeks back on NO news.....a CC contract.....and it's a five bagger....reguardless of A/S.....I can wait a few weeks for that....hope our relationship can truly develop....you seem like a swell guy....GLTA
Coming soon enough.....glta
Right on man....you do own the company.....and hey...I don't wish anyone any ill will here....I think there are some promising techs here.....but I think management bet the farm on GKG....I don't see any contracts before summer at best(imho).....I'm just posting what I see from the filings.....You longs deserve some clarity about quite a few things....SILENCE is killing the pps......GLTA
travel day
also ask....when is the second closing?....not we have an extension until 2/15......when is the closing?.....and demand to know....there is NO reason this thing hasn't closed....unless it's better for VSPC to keep paying interest....lower pps....more dilution.....you get my point.....
Is Sumitomo Bank the Japanese investor John was speaking of?.....
Question: Can you give us an update on the Carbon Credits Projects?
Answer: They are ongoing and being shopped. Several interested parties. We think that we have a Japanese investor ready to make a deal soon. Have 4-5 others interested (Chinese, Swiss, Australian, Ireland). Grant Galloway at Green Giant is working on the deal. Besides the CC projects, Carbon Credits can be sold also.
Could be tomorrow...or a couple of months.....but looks promising.....
Thx for your DD guys
If Carl gets the boot.....I wonder if it's just a resignation letter....as far as the pr is concerned....from the filing
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
It's interesting this amendement was on 10/13....wasn't this in the middle of the DP CleanTech hype?....why would they need this amendment at that time about failure to close?......was the handwriting being written on the wall?......also from the filing
Our future growth prospects may be affected if we are unable to obtain additional capital.
While we believe we have sufficient cash for the next 12 months, we may require additional cash to grow our grass business. The sale or issuance of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We may not be able to obtain financing in amounts or on terms acceptable to us, if at all. We may also not be able to secure or repay debt incurred to fund operations. As a result, our operating results and financial condition may be materially and adversely affected.
The way this reads...Dilution is not only the answer to paying Chang....it's also the answer to growing the grass biz....
OH BOY OH BOY OH BOY......pull a rabbit out of your hat Carl.....no worries though....it can only drop 1.6 cents.....
GLTA
To those looking to invest in VSPC......a must read....this is where VSPC stands at this moment....from the latest filing.....
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 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.
Bottom line....VSPC owes Chang somewhere in the ballpark of $5.4 million dollars.....and they have no way of paying without HUGE dilution of VSPC stock.....
Now you have some posters here that for months have been promising a HUGE contract was going to happened at any moment.....to our knowledge VSPC can't even fulfill a MOU with DP.....we can't be certain of that....because VSPC is not good with follow through....lot's of promises....no results....
Now you had the beginnings(imho).....of a HUGE selloff that will continue....unless they pull a rabbit out of their hat SOON....
and the pumpers response....well the market as a whole was selling off....mm's holding down price because something BIG is coming......my favorite was that daytraders didn't want to hold over the weekend....the pumping never ends....but they have a right to be here.....
My opinion is that Chang might possibly be putting VSPC out of the GKG biz.....or at least the EXEC's......the filing allows that.....read below....
In addition, VIASPACE, Carl Kukkonen and Stephen Muzi have agreed to non-competition covenants with our grass and framed art businesses upon a failure to close the Second Closing unless otherwise waived by Mr. Chang. Upon such event, we would lose two of our key executives and our connection with our current parent company, VIASPACE.
Now these same poster/pumper are claiming this deal is being re work as we speak.....I will agree with that.....it's just with NO CONTRACTS....doesn't seem to me as if VSPC has a leg to stand on....it's really in Chang's hands....if you were Chang...what would you do?.....GLTA
OK...we have the mm's holding down price....cause something BIG is coming....we have a broad sell off in the market.....which causes VSPC to go lower(lol)......but few of you longs can see reality......
You've been saying IR had an upbeat tone....DP wants everything hush hush on GKG......a huge deal is coming......the demand is so great for GKG.........it's like your are still on fantasy island.....
All of your predictions may come true.....but as of right NOW there is NO contract....that anyone knows of......VGE got the ok a week ago.....and management has said nothing about a deal....or the second closing.....INTEREST is accumulating daily.....you same posters said there would be news yesterday.....well....we're waiting......
ONLY the transparent leadership at VSPC can keep this ship from sinking......
I stand by my predictions.....which are coming true.....I didn't buy yesterday.....because the panic selling is NOT over....only management can stop that......I don't think they have a bone to throw......or they would have thrown it already.....
When the filing became effictive....VSPC touched .025 briefly....and it has trended down ever since.....
This thing may not be a buy until summer......GLTA
Look for a bloodbath Mon with no pr.....no word from management means a couple of things.....
They have NO deal.....or they would announce it.....the silence is leading to selling.....more selling means more dilution....
Chang is about to take over.....Carl had his shot....plus six months....and can't even deliver a live trial.....his lack of leadership has killed the VGE offering...if there is no deal...
OK Carl....deal...or no deal?.......glta.....
Better watch out below.....need news by Monday 10 am.......the anticipation ain't working in VSPC's favor....
Would it be the worst thing for VSPC....if the Chang gang took over VGE.....and maybe save some dilution?.....
Isn't that how it could work....VSPC retains IPA....Chang gets VGE.....he wouldn't have to re-apply to trade VGE.....because that was covered in the S-1.....he could wait for a GKG contract later on this year....then commence trading VGE, correct?
I don't think they have a contract.....they would have already announced it....closed on IPA.....and saved some interest and dilution.....an announcement would have taken VSPC pps higher.....
How would that play out?....thoughts?
I see a lot of posting here that things will be happening soon....VGE trading .....deals announced......better happen soon.....or a HUGE sell off will occur(imho)......the drift lower shows the opposite of your forecast......peeps have waited long enough.......VSPC got extended 6 months on the second closing.....and not one deal has been announced....even with the extention.....I say that if there is NO deal.....Chang takes over.......I believe that is part of the deal with Chang....Carl get it done or else.......remember those provisions in the S-1.....
In the event that the Second Closing of the acquisition of IPA BVI and China does not occur, VGE’s Parent Company will no longer be permitted to operate in the grass business for three years; however, VGE will continue to be permitted to operate in the grass business.
Our senior management team has worked together for a short period of time, which may make it difficult for you to evaluate their effectiveness and ability to address challenges.
Due to our recent restructuring and additions to our corporate management team, our senior management has worked together at our company for a short period. As a result, it may be difficult for you to evaluate the effectiveness of our senior management and their ability to address future challenges to our business. In addition, we may not be able to successfully execute our plan to recruit qualified candidates with substantial experience in the global agricultural industry to join our senior management team in the future. Even if we recruit qualified senior management personnel, such new senior management personnel may not be able to work with our existing management to effectively execute our growth strategy and address future challenges to our business.
In addition, VIASPACE, Carl Kukkonen and Stephen Muzi have agreed to non-competition covenants with our grass and framed art businesses upon a failure to close the Second Closing unless otherwise waived by Mr. Chang. Upon such event, we would lose two of our key executives and our connection with our current parent company, VIASPACE.
I'm not saying this is going to happen......but if there is NO deal....that is a HUGE drag on the IPO.....pps tanks(imho).....depending on how close a deal might be.....I think would be the deciding factor.....of Carl getting the boot or not......GLTA....we will all know soon eneough....
Forget calling Jan....talk to Carl.....guys you can tell me to quit talking about the second closing if you want.....which way is momo working with this stock.....DOWN....drift drift drift.....slowly down.....if something doesn't give about the second closing.....and if Jan is saying not enough land is available for potential buyers....VGE is going to flop from the opening......and this pps is going even lower than I earlier thought.....
VSPC needs to do some re-assuring.....or I assure you.....it won't be pretty....
Call it what you want....it ain't a bash....what's been happening......pps has been drifting slowly down.....with NO news......a few more weeks.....2/15....all these kick it down the responses are not helping....and that can't be disputed.....
Think about this.....interest with a lower pps equals MORE dilution.....the longer it takes...the more they owe Chang....the longer it takes....the lower the pps....time is multiplying the dilution.....if there is not a deal with Chang soon.....Carl maybe looking for another job.....some of you suggested that it's in NO ONE's interest to dilute....from the filing...which is still relevant until.....
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.
Maybe the Chang gang takes over the GKG biz....Carl gets an art biz....any thoughts?
From Yahoo.....
IR Yesterday 29-Dec-09 11:47 am Yesterday I called IR between 9:30 and 4:00 PM, as thoseare their hours andthey do not have night hours, and Dr Jan said this would be a quiet week. Many of the true investors should be glad to hear this as even the best PR would fall on deaf ears.
If you all go back to the Cohen report you will see where they have given a time line for share appreciation. I am sure you all will agree that with the addition of VGE which is a public offering and not a inititial public offering(IPO) and a contract from DP we will easily surpass those numbers. This is pretty much written in stone and guesses of .25 for 2010 are not out of the question.
Please do not be detered by those who obviously do not have your best interest in mind.
It is nice to have guys whith their PHD running the show. We are in great hands.Please tell Horse (whatever he is today) that I am sending him a picture of Lassie to moon over. Tell him to be a good by today.
Sentiment : Strong Buy
Rating :
(1 Rating)Rate it: georgegets4...
Now are you are saying the DP contract is pretty much written in stone.....or what exactly?.....
Glad you got the word that the annual report comes out next month...and not the Q-1.....
GLTA.....OAMOT......
They are still negotiating?....On jan 6 Jan sent me an email saying they were negotiating then.....is there a problem?....I know they don't have the money to pay the approx $5.4 million to Chang......I know they got an extention until 2/15....but are they just going to wait another 3 weeks....when they can close anytime.....or was that just another kick the can down the road date?....still negotiating......they had a deal....do they not keep their word?
Do you think they would close and not announce?....remember now ......they haven't announced anything about the live trial or lack thereof?.....the amount of the first harvest in wieght(pls no math formulas).....
This closing being put off....with interest....will not be good for pps....imho....OAMOT.....GLTA......
The closing has to be tomorrow.....what is the hold up....according to the S-1 everything is complete....except final payment.....what's up Carl?.....Chang's check is getting bigger and bigger and bigger with each passing day....
and could someone let Josh know that the Q1 report won't come out next month.....anyway....GLTA....OAMOT
If no news on the closing by 9:30 am on Monday....I see a buying op......keep that on the down low....maybe even.....015
When Jan emailed me a few weeks back...they were in negotiations with Chang about the final figures....that was my question then....the filing was effective at that time....now that VGE is about to begin trading(at $3.00 a share and climbing)....what's up with the closing?
You don't think there is a problem do you?.....VSPC doesn't wish to dilute any more than they have to..... the interest daily has got to be five figures, right?....c'mon Carl....close the deal......you don't think he is cleaning out his desk do you?
This pps keeps drifting down like this....I might be buying at .017....sell at .03.....wait for the .00's
GLTA
Yes sir I know that.....from my brillant post #5458....you know the one that begins.....HUGE Dilution coming.....VSPC latest filing....12/29
We will not receive any proceeds from the sale of these shares. We will pay all expenses incurred in connection with the offering described in this prospectus, with the exception of the brokerage expenses, fees, discounts and commissions which will all be paid by the selling shareholders. Information regarding our ordinary shares is included in the section of this prospectus entitled “Description of Securities.”
VSPC gets NO money from offering...who does?....The WHOLE Chang family....pg 47....not going to copy/paste.....
That's what I posted...VSPC get's NO money....ie they can't pay Chang from the offering or offer Chang VGE shares for payment....it's Chang gang money.....
It was T9F that suggested it...not me.....that's why I also posted that management didn't know where the money is coming from....
I told you that this board has never had an in depth discussion about the HUGE dilution that's coming.....and his comments and yours back up my brillance(imho)....c'mon longs.....tense moments ahead.....y'all stick together now....like GKG glue...GLTA
Rumor is that Elmer's is talking to VGE....GKG glue.....I just wonder if you don't see a HUGE buyout offer from Elmer's or DP.....did I see a post or two here a week or so ago about GKG glue?....maybe it was an article in Barron's.....would be nice to confirm though....don't like chasing rumors.....VGE opens at $3.00...but it's off to the races then....put me down for 100K shares.....I say we all retire.....by summer....
The closing has to be tomorrow.....I bet Chang realizes he is getting so much off of VGE stock.....he want even let Carl dilute VSPC....just write it off as GOODWILL...and I bet the lawyers let em keep the pens.....
GLTA.....
Look for the second closing any day now.....Chang has a pay day coming....it's what you longs have been waiting for months now to see.....It could happened today.....everything has been fulfilled right?....
Should see HUGE volume when that's announced.....VSPC completes second closing of IPA....pps should climb off these low levels, right?.....most of the selling the last few weeks was for tax purposes, right?
Any dilution isn't going to keep this baby down......VGE starts trading at $3.00 a share in a few weeks.....VGE picks up another 4000 acres in China.....plants some grass.....picks up the DP 20 year deal....VSPC shares rise to .10 cents by Dec.....and that's not counting DMFCC and IONFINITY.....that would be icing on the CAKE.......why would anyone be selling now?
12/9/09 Chang Sung Hsien
Officer of Subsidiary Com... Planned Sale 8,789,930 -- $219.7 K
12/16/09 Vandersande Jan W
Divisional Officer Planned Sale 95,238 -- – -- -- $2.2 K
GLTA
You say my share count is wrong...I copy/paste from the filing....I haven't seen you do that....you also said VSPC could sell 20 million shares of VGE....and raise $49 million at a share price of $2.45......the offering is less than 900K shares..how can they sell 20 million shares of VGE?...my point was to pay Chang...the closing is less than a month away...they would have to refile the offering, correct?....in order to sell more shares?
Instead of just posting numbers....could you please copy/paste your info....if I'm wrong I'll be the first to admit it.....like I did yesterday when you pointed out that VSPC didn't owe Chang $5.6 million....it's only $5.155 million....plus interest from 9/30....
Gotta run....need some milk....GLTA
Stop posting crap....well excuse me....what do you guys do? Posting the biggest potential this potential that there is....
Yesterday I erred on one point....and that was pointed out to me very graciously I might add.....then this poster goes on to post this....from post number 5444....
If they sell 20,000,000 shares of VGREF at an estimated value of $2.45 per share that gives them access to up to $49 million in capital while still maintaining majority control of the company even over Chang as it maintains a 33% or higher share control of a Subsid.
Now I don't dispute the addition...it's right....but how do you get 20 million shares out of a less than 900K shares offering?...
you claim that you guys know about the dilution that's coming....and that I'm not the only one that can read the S-1....well why didn't one of you HONEST and full of INTERGRITY posters point out this FALSE statement....
the offering is only about 900k shares...VSPC is getting NO money....the Chang gang is.....it's in the S-1 page 47....
Why wasn't the record corrected?....You never post about dilution....really....it's just a few worried longs that bring it up...."then it's don't WORRY be HAPPY.....I could tell from the tone with IR....a HUGE deal is in the works"....and it's quickly quieted....
You guys have said some malicious things about me....prove me wrong about the filing.....I'll admit it....
The 41 miilions shares left...is from the filing.....the over $5.1 million owed to Chang plus interest....is in the filing.....management ain't got the MONEY...is in the filing....
GLTA....and do your own DD....especially with VSPC
Huge dilution coming....from the filing 12/29
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.
As of 9/30 $5.155 mil plus interest..... more from the filing
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.
Management is uncertain.....
The Offering
We are registering 896,800 ordinary shares (of 8,600,000 shares outstanding) for sale by the selling shareholders identified in the section of this prospectus titled “Selling Security Holders.”
We will not receive any proceeds from the sale of these shares. We will pay all expenses incurred in connection with the offering described in this prospectus, with the exception of the brokerage expenses, fees, discounts and commissions which will all be paid by the selling shareholders. Information regarding our ordinary shares is included in the section of this prospectus entitled “Description of Securities.”
VSPC gets NO money from offering...who does?....The WHOLE Chang family....pg 47....not going to copy/paste.....
How many shares does VSPC have available to sell?...from the filing
Certain Effects of Authorized but Unissued Stock
We have 41,400,000 ordinary shares remaining authorized but unissued. Authorized but unissued ordinary shares are available for future issuance without shareholder approval. Issuance of these shares will dilute your percentage ownership in us.
VSPC owes Chang over $5 mil....at 2 cents that 250,000,000 shares....VSPC has only 41 million shares left....AUTHORIZED....
VGE shares...the offering.... is the Chang family fortune.... where oh where is the money going to come from?
Is there a contract?.....is there going to be a special SH meeting to authorize more shares?.....Is there going to be a second closing?.....any thoughts?
From the filing.....management does NOT know where the money is going to come from.....
Pls don't tell me that VSPC can sell 20 mil shares of VGE stock at $2.45 and raise $49 mil....the offering is for 896,800 shares....which the proceeds go to the Changs.....
GLTA
Here is an intergrity question from the amendement filed 11/25/09.....it was an amendment....it was added...someone went out of their way to write and file this....
EX-3.1 2 viaspace_s1a6-ex0301.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE REGISTRANT
Exhibit 3.1
BC# 1489717
Territory of the British Virgin Islands
The BVI Business Companies Act, 2004
MEMORANDUM AND ARTICLES
OF ASSOCIATION
of
VIASPACE Green Energy Inc.
Incorporated this 1st Day of July, 2008
(Amended and restated on this 10th day of November, 2008)
CCS MANAGEMENT LIMITED
263 Main Street, P.O. Box 2196
Road Town, Tortola, British Virgin islands
Fax: 1-284-494-5759 Tel: l -284-494-2382
email: mail@cestrustees.com
CONFLICT OF INTEREST
70. (4) No director shall be disqualified by his office from contracting with the Company either as a vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any director shall in any way interested be voided, nor shall any director so contracting or being so interested he liable to account to the Company for any profit realized by any such contract or arrangement, by reason of such director holding that office or of the fiduciary relationship thereby established.
Why would this be the way VGE and it directors/officers operate?
IMHO....someone with intergrity would go out of their way as to NOT have any inference of "conflict of interest." VSPC did the opposite.
This was done after the Cal-Tech relationship was established.
GLTA
Interesting thought about dilution and how much is coming....from the latest filing....
Certain Effects of Authorized but Unissued Stock
We have 41,400,000 ordinary shares remaining authorized but unissued. Authorized but unissued ordinary shares are available for future issuance without shareholder approval. Issuance of these shares will dilute your percentage ownership in us.
according to the agreement with Chang....also from the filing...
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.
at 2 cents that's 280,000,000 shares.....what IF there is NO contract announced REAL soon....do you see VSPC trading at 2 cents?.....imho....it goes sub penny.....Chang has VSPC by the neck right now.....VSPC needs deals.....or Chang takes over....it's that simple....will he retain management if that happens....who knows?
Any thought?
GLTA