Tommy you are correct.
Take a quick read of the 8K portion I pasted below.
Basically, Chang got (or is going to get) the following for 100% of IPA:
1) 215M shares of VSPC
2) 3.5M shares of VGE (40.6%)
3) $4.8M cash + interest
1) The VSPC shares are restricted and can only be sold at a maximum of 8.8M per 90 day period.
2) VSPC must take VGE public to create liquidity for Chang should he chose to sell his VGE shares. VSPC will not get any cash from thsi transaction.
3) $4.8M cash + interest is due end of November or December, depending on VGE S1. Based on the last Q, VSPC is short about $3M with respect to these funds. We cannot be sure where this cash will come from. There is a chance that VSPC may have to issue more shares. At todays prices, looks like another 100M shares.
Securities Purchase Agreement
On October 21, 2008, VIASPACE Inc. (the "Registrant") and its wholly-owned subsidiary, VIASPACE Green Energy Inc., a British Virgin Islands international business company ("VGE"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Sung Hsien Chang, an individual ("Chang"), and China Gate Technology Co., Ltd., a Brunei Darussalam company ("Licensor"). Under the Purchase Agreement, VGE would 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, the Registrant agreed to pay $16 million in a combination of cash, and newly-issued shares of Registrant and VGE stock. In addition, the Registrant issued shares of its common stock to Licensor for Licensor’s license of certain fast growing grass technology to IPA China.
IPA BVI and IPA China specialize in the manufacturing of high quality, copyrighted, framed artwork sold in U.S. retail chain stores. IPA China also has a license to grow and sell a new fast-growing hybrid grass to be used for production of biofuels and as feed for livestock.
The acquisition of IPA BVI and IPA China ("Acquisition") will be completed through two closings. At the first closing which took place on October 21, 2008, VGE issued 3,500,000 newly-issued shares to Chang and his designees. The Registrant 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. In addition, VGE executed employment agreements with certain persons, including Sung Chang; Carl Kukkonen, the Registrant’s Chief Executive Officer; Stephen Muzi, the Registrant’s Chief Financial Officer; and Maclean Wang, the sole shareholder of the Licensor (each an "Employment Agreement"). The Registrant also entered into a Chang Agreement with Chang regarding the rights as shareholders of VGE ("Shareholders Agreement").
The second closing will be held within 240 days after the first closing ("Second Closing"). At the Second Closing, the Registrant 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% thereafter. The Registrant 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. Chang will also cause IPA China to be a wholly-owned subsidiary of IPA BVI including obtaining all governmental approvals required for such transfer.
