We are waiting for the 2nd closing Tommy.....you act as if it's a done deal....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.
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.
We are waiting on chaChang....it's HIS payday....VGE now owns IPA....no doubt about that....the question will be....who's running VGE.....Carl has failed to deliver a deal as far as we know.....I say his days are numbered.....it's in the filing more than once....
If we do not complete the second closing, we may lose the services of our U.S.-based officers and directors
Under the terms of the Purchase Agreement, as amended, if we do not complete the second closing of the acquisition of IPA BVI (and indirectly IPA China), and if the parties do not make other arrangements, then Mr. Kukkonen and Mr. Muzi, our CEO and CFO may be terminated from our Company as officers and directors. We cannot assure you that we would find suitable replacements.
The agreement was amended.....ie.....chaChang said....OK Carl...deliver or else....VSPC didn't even submit the S-1 until about 3 weeks before the 2nd closing was originally going to take place.....you act as if VGE is listed...Carl show us the money and bam that's it.....why don't you whip out $5.4 million....if it's that easy.....
I can't wait to see this play out....it's a soap opera....VSPC has a history of doing this very thing....as do other pennies....but VSPC has come down from dollars to pennies for a reason....Carl has even withdrawn filings before because the SEC has had issues.....this deal is far from done....one thing is for sure....it ain't Carl's move....it's chaChangs.....IMHO
GLTA
