Replies to post #557 on VIASPACE Green Energy Inc (VGREF)

[tommy 9 fingers]

Rybench, I am not sure what the both of you are talking about on this one, Ruba is not a subsid nor was it a material event... hell last I heard it didn't happen because the grass did not pass customs. I have not read anything saying PR suffice for 8K's, my info comes from the SEC site so I sticking with that and the SEC says he has to file an 8K if a director even of the subsid sneezes.

But the establishment of VGE Singapore subsid, the hiring of a director for the subsid, and the spending VSPC shares or money to create the new subsid and pay for an office has to cause some type of filing in this up coming 10K and IMO should have genterated an 8K for the hiring of a new director...

but then Carl has negleted the 8k requirements when the VGREF Director of production Wang left and Carl did not file an 8K informing shareholders..

By the way can anyone tell why GB still has not put the news of the GB + VSPC JV on their website??????

I would think it would be important to them considering it looks like they bailed on the Canada deal?????

[hedge_fun]

Everything that is significant MUST be filed.
Other events can be PR'd per the SEC. The reason is that a company can be charged for false or misleading PR's. The rule was adopted last March, not April. My bad.

The reason I found out was because of VGE Singapore. I wondered why it didn't need to be filed, or if it did, why wasn't it?

THE INCORP DATE WAS 7/23/2010 FOR VGE SINGAPORE. IF IT WAS A SIGNIFICANT EVENT IT WOULD NEED TO BE FILED ACCORDINGLY. It wasn't PR'd until recently.

RuBa was not a significant event. It was also PR'd. When folks had questions, Jan was very careful answering those questions because it was PR'd.

He's some good reading below. After you are finished reading ask yourself this. Why hasn't VIASPACED filed or issued PR's?

Could it be NOTHING significant actually happened? Unless you think they are in violation of SEC regs.

Let me know if you need anymore help.

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Form 8-K
In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report certain material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.

The instructions for Form 8-K describe the types of events that trigger a public company's obligation to file a current report, including any of the following:

Section 1 -- Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 1.03 Bankruptcy or Receivership

Section 2 -- Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 2.02 Results of Operations and Financial Condition
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.05 Costs Associated with Exit or Disposal Activities
Item 2.06 Material Impairments

Section 3 -- Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.02 Unregistered Sales of Equity Securities
Item 3.03 Material Modification to Rights of Security Holders

Section 4 -- Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Section 5 -- Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.05 Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.06 Change in Shell Company Status

Section 6 -- Asset-Backed Securities
Item 6.01 ABS Informational and Computational Materials
Item 6.02 Change of Servicer or Trustee
Item 6.03 Change in Credit Enhancement or Other External Support
Item 6.04 Failure to Make a Required Distribution
Item 6.05 Securities Act Updating Disclosure

Section 7 -- Regulation FD
Item 7.01 Regulation FD Disclosure

Section 8 -- Other Events
Item 8.01 Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)

Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits

Companies have four business days to file a Form 8-K for the events specified in the items in Sections 1-6 and 9 above. However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier. (Issuers with questions concerning compliance with Regulation FD should consult with counsel or the SEC’s Division of Corporation Finance.)

You can find a company’s Form 8-K filings on the SEC’s EDGAR database. We have posted information on our website on how to use the EDGAR database. For more information, you may wish to read answers to Frequently Asked Questions about the implementation and interpretation of the Form 8-K items, produced by the staff of the Division of Corporation Finance.

http://www.sec.gov/answers/form8k.htm
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SEC Regulations
Business Wire enables you to quickly and easily comply with SEC rules such as Regulation Fair Disclosure and the Sarbanes-Oxley Act of 2002 in the most cost-effective manner. Whether your needs require widely disseminating a material news release or filing or furnishing an EDGAR filing you can count on Business Wire and its 24/7 global compliance operations.

... issuers could meet Regulation FD's "public disclosure" requirement by filing a Form 8-K, by distributing a press release through a widely disseminated news or wire service, or by any other non-exclusionary method of disclosure that is reasonably designed to provide broad public access — such as announcement at a conference of which the public had notice and to which the public was granted access, either by personal attendance, or telephonic or electronic access.

United States Securities and Exchange Commission.
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Nasdaq Eliminates Duplicative Press Release and Notification Requirements
Update
04.06.2010

On March 15, 2010, the Securities and Exchange Commission approved Nasdaq's proposed rule change to modify its requirements pertaining to public disclosures by listed companies. In an effort to eliminate duplicate disclosures, the Nasdaq rule change will allow companies to make a public announcement by filing a Form 8-K, where required by SEC rules, or by issuing a press release.

The approved rule change became effective on March 15, 2010 and includes the following:

Going Concern Qualification. Nasdaq eliminated the requirement, previously found in Rule 5250(b)(2), that a company issue a press release announcing the receipt of an audit opinion that expresses doubt about the ability of the company to continue as a going concern. Nasdaq reasoned that a press release about a company's receipt of a going concern opinion is unnecessary because the company must include the audit opinion in its annual filing with the SEC and the annual filing must be distributed or made available to shareholders under the SEC's proxy rules and the Nasdaq listing rules. Nasdaq has indicated, however, that if a company fails to include the audit opinion in its annual filing, Nasdaq will consider the filing deficient and move to delist the company.


Listing Deficiency; Delisting Notice; Public Reprimand Letter. Modifications to Rules 5250(b), 5810(b), 5840(k) and IM-5810-1, which require disclosure of notifications regarding a company's noncompliance with listing standards (e.g., failure to meet Nasdaq's $1.00 minimum bid price requirement), initiation of delisting proceedings or receipt of a public reprimand letter, generally allow the company to make a public announcement by filing a Form 8-K, where required by SEC rules, or by issuing a press release. Because Form 8-K Item 3.01 mandates disclosure of these same events, a company will have the option of filing only the Form 8-K instead of filing both a Form 8-K and issuing a press release. However, under the amended Nasdaq rules, a company that receives a deficiency notice or staff determination letter related to the late filing of a required periodic report with the SEC must issue a press release (in addition to filing the Form 8-K).


Exception to Shareholder Approval Requirement. Amended Rule 5635(f) permits either the filing of a Form 8-K, where required by SEC rules, or the issuance of a press release when a company receives an exception to the Nasdaq shareholder approval requirements because compliance would jeopardize the company's financial viability. The press release or Form 8-K must be filed promptly and no later than ten days before the issuance of the securities in reliance on the exception. In addition to a Form 8-K or a press release, the company must still provide notice to shareholders by mail at least ten days before issuing securities in reliance on this exception. Currently, the SEC rules do not require the filing of a Form 8-K when a company receives an exception to the shareholder approval requirements. However, based on an informal discussion with Nasdaq's Office of General Counsel, we understand that if a company is required to file a Form 8-K in connection with the transaction giving rise to the shareholder approval requirement (where, for example, the company enters into a material definitive agreement relating to the transaction), the company may satisfy the Nasdaq disclosure requirement by disclosing receipt of the exception to the shareholder approval requirement in the same Form 8-K. Companies should consult with their counsel to determine whether the filing of a Form 8-K will satisfy the Nasdaq notification requirement in these circumstances.


Notification to Multiple Nasdaq Departments. Rules 5810(b) and 5840(k), which previously required companies to notify multiple Nasdaq departments before issuing disclosures, now eliminate multiple notifications and require companies to notify only Nasdaq's MarketWatch Department. The MarketWatch Department will notify other Nasdaq departments of the disclosures when necessary.


Foreign Private Issuers. Amended Rule 5250(c)(2) requires a company that is a foreign private issuer to disclose interim financial results on a Form 6-K, instead of both on a Form 6-K and in a press release.
The SEC notes that, in those cases where SEC rules do not require the filing of a Form 8-K, Nasdaq rules still require an issuer to make public disclosures through a press release.