UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   June 22, 2009

VIASPACE Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Nevada 333-110680 76-0742386
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
171 North Altadena Drive, Suite 101, Pasadena, California   91107
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   626-768-3360

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Securities Purchase Agreement

On June 22, 2009, VIASPACE Inc. (the "Registrant") and its majority-owned subsidiary, VIASPACE Green Energy Inc., a British Virgin Islands international business company ("VGE"), entered into an Amendment (the "Amendment") to a Securities Purchase Agreement (the "Purchase Agreement") that was originally entered into on October 21, 2008 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 a combination of cash, and newly-issued shares of Registrant and VGE stock.

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") was to be completed through two closings. At the first closing which took place on October 21, 2008, VGE issued newly-issued shares to Chang and his designees and the Registrant issued shares of its common stock to Chang and Licensor. Chang delivered 70% of the outstanding common stock of IPA BVI.

The second closing was scheduled to be held within 240 days after the first closing ("Second Closing") or June 21, 2009. The Amendment extends the Second Closing to August 21, 2009. At the Second Closing, the Registrant is to 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 an annual rate of 6%. As of the Second Closing, the Registrant shall also issue 1.8% of its then outstanding shares of common stock to Licensor and Chang shall deliver the remaining 30% of the outstanding shares of IPA BVI to VGE.

In the event that the Second Closing does not occur by August 21, 2009, the Purchase Agreement shall automatically terminate and all stock certificates delivered at First Closing shall be returned.

If the Second Closing does not occur although most of the Registrants’ closing conditions have been satisfied, then Chang may receive additional VGE shares or retain the Registrant shares as follows: if the VGE stock is listed on a trading market, then Registrant shall transfer to Chang all the VGE shares. If the VGE stock is not listed on a trading market, then Chang shall retain the Registrant Shares instead of returning them to the Registrant.

As required by the Purchase Agreement, VGE filed a Form S-1 Registration Statement with the Securities and Exchange Commission ("SEC") on June 3, 2009 covering the resale of all or such maximum portion of VGE common stock issued pursuant to the Purchase Agreement as permitted by SEC regulations. The Amendment extends until August 21, 2009, the date that VGE shall use its best efforts to qualify its Common Stock for quotation on a trading market.

Provided that the Second Closing has occurred, if VGE common stock is not listed on a trading market by August 21, 2009, then the Registrant will issue to Chang the number of shares of its common stock equivalent to US$5,600,000. In exchange, Chang shall return all shares of VGE common stock it received pursuant to the Purchase Agreement to the Registrant

The description of the Amendment is qualified in its entirety by reference to such agreement attached hereto as Exhibit 10.1.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Exhibit Title or Description

10.1 Amendment to Securities Purchase Agreement dated June 22, 2009 by and among the Registrant, VIASPACE Green Energy Inc., Sung Hsien Chang and China Gate Technology Co., Ltd.






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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    VIASPACE Inc.
          
June 26, 2009   By:   /s/ Stephen J. Muzi
       
        Name: Stephen J. Muzi
        Title: Chief Financial Officer


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Exhibit Index


     
Exhibit No.   Description

 
10.1
  Amendment to Securities Purchase Agreement dated June 22, 2009 by and among the Registrant, VIASPACE Green Energy Inc., Sung Hsien Chang and China Gate Technology Co., Ltd.

EXHIBIT 10.1

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of June 22, 2009 (the “Effective Date”), by and among by and among, VIASPACE Inc., a Nevada corporation (“Parent”), VIASPACE Green Energy Inc., a British Virgin Islands international business company and a majority-owned subsidiary of Parent (“Acquirer”), Sung Hsien Chang, an individual (“Shareholder”), and China Gate Technology Co., Ltd., a Brunei Darussalam company (“Licensor”), with respect to the following facts:

A. The parties entered into that certain Securities Purchase Agreement, dated as of October 21, 2008 (the “Agreement”), pursuant to which, among other things, Acquirer acquired from Shareholder a controlling interest in Inter-Pacific Arts Corp., a British Virgin Islands international business company (“IPA BVI”) in exchange for its shares and shares of the Parent. Capitalized terms not defined herein shall have the meanings given such terms in the Agreement.

B. The parties desire to amend the Agreement in certain respects, all as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows:

1.  Extension of Second Closing .

  (a)   Section 2.3 of the Agreement is hereby amended to read in full as follows:

“2.3 Second Closing . The Second Closing shall be held at the RP Office on August 21, 2009 or at such date that Parent, Acquirer, Shareholder and Licensor may agree in writing (the “Second Closing Date”).

  (b)   The first sentence of Section 2.7 of the Agreement is hereby amended to read in full as follows:

“2.7 Failure to Close Second Closing . Subject to the provisions of Section 10.2, if the parties fail to close the Second Closing by August 21, 2009:

  (c)   The first sentence of Section 10.1(c) of the Agreement is hereby amended to read in full as follows:

“(c) Acquirer shall use its best efforts to qualify its Common Stock for quotation on a Trading Market (as defined below) as soon as practicable, but in no event later than August 21, 2009 or the 90th day after the effectiveness of the Registration Statement on Form S-1 registering some or all of Acquirer Common Stock or on Form 10 (such date, the “Reporting Date” and such event, the “Liquidity Event”); provided, that if (i) there is material non-public information regarding Acquirer which the Board of Directors reasonably determines not to be in Acquirer’s best interest to disclose and which Acquirer is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to Acquirer which the Board of Directors reasonably determines not to be in Acquirer’s best interest to disclose, then Acquirer may postpone the Reporting Date for a period not to exceed thirty (30) consecutive days.

  (d)   Sections 10.2 (a) and (b) of the Agreement are hereby amended to read in full as follows:

“(a) Acquirer’s common stock is listed on a Trading Market on or before August 21, 2009, then Shareholder and/or his designees shall retain the Acquirer Shares and Parent shall transfer all shares of Acquirer common stock it holds to Shareholder.

(b) Acquirer’s common stock is not listed on a Trading Market on or before August 21, 2009, then Shareholder shall retain the Parent Shares.

  (e)   The first sentence of Section 10.4 of the Agreement is hereby amended to read in full as follows:

“10.4 Shareholder Rights After Second Closing . Provided that the Second Closing has occurred, if Acquirer common stock is not listed on a Trading Market on or before August 21, 2009, then Parent will issue to Shareholder the number of shares of its common stock equivalent to US$5,600,000.

2.  Interest . The first sentence of Section 2.6 of the Agreement is hereby amended to read in full as follows:

“2.6 Interest . Interest shall accrue on the Cash Payment from the date of this Agreement through the date six (6) months after the First Closing Date at an annual rate of six percent (6%) per annum, thereafter shall accrue at an annual rate of eighteen percent (18%) per annum until June 10, 2009, and then an annual rate of six percent (6%) per annum thereafter.

3.  Miscellaneous .

3.1 Effect of Amendment . Except to the extent the Agreement is modified by this Amendment, the remaining terms and conditions of the Agreement shall remain unmodified and be in full force and effect. In the event of conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail.

3.2 Counterparts . This Amendment may be executed in one or more counterparts, including facsimile counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute the same Amendment.

3.3 Applicable Law . This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles.

3.4 Costs . Any reasonable costs of Shareholder’s counsel not to exceed $2,500 incurred in connection with the time extension for the Second Closing described herein shall be borne by Parent. All other costs shall be borne by the party incurring such costs.

3.5 Salary . No salary shall be paid by Acquirer to Carl Kukkonen and Stephen Muzi for the two-month period immediately prior to August 21, 2009.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

VIASPACE, INC.

By: /s/ CARL KUKKONEN
Carl Kukkonen
Chief Executive Officer

VIASPACE GREEN ENERGY, INC.

By: /s/ CARL KUKKONEN
Carl Kukkonen
Chief Executive Officer

/s/ SUNG HSIEN CHANG

    Sung Hsien Chang

CHINA GATE TECHNOLOGY CO., LTD.

By: /s/ MACLEAN WANG
Maclean Wang
Chief Executive Officer

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