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
