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):   November 21, 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.)
      
2102 Business Center Drive, Suite 130, Irvine, California   92612
_________________________________
(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 No. 4 to Securities Purchase Agreement

On November 21, 2009, VIASPACE Inc. (the "Registrant") and its majority-owned subsidiary, VIASPACE Green Energy Inc., a British Virgin Islands international business company ("VGE"), entered into Amendment No. 4 (the "Amendment") to a Securities Purchase Agreement (the "Purchase Agreement") that was originally entered into on October 21, 2008 and subsequently amended on June 22, 2009, August 21, 2009 and October 14, 2009, with Sung Hsien Chang, an individual ("Chang"). 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 originally scheduled to be held within 240 days after the first closing ("Second Closing") or June 21, 2009. On June 22, 2009, Amendment No. 1 to the Purchase Agreement extended the Second Closing to August 21, 2009. On August 21, 2009, Amendment No. 2 was entered into which extended the Second Closing to November 21, 2009. This Amendment extends the Second Closing to November 26, 2009. At the Second Closing, the Registrant is to pay $4.8 million ("Cash Consideration") plus Interest since the First Closing, in cash to Chang.

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. This Amendment extends the Second Closing until November 26, 2009. If VGE's Registration Statement is declared effective by the SEC on or before November 26, 2009, the Second Closing Deadline will be extended until December 26, 2009.

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.

(a) Financial Statements of businesses acquired. Not applicable

(b) Pro forma financial information. Not applicable

(c) Shell company transactions. Not applicable.

(d) Exhibits

Exhibit Number Exhibit Title or Description

10.1 Amendment No. 4 to Securities Purchase Agreement dated November 21, 2009 by and among the Registrant, VIASPACE Green Energy Inc. and Sung Hsien Chang.





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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.
          
November 23, 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 No. 4 to Securities Purchase Agreement dated November 21, 2009 by and among the Registrant, VIASPACE Green Energy Inc. and Sung Hsien Chang

Exhibit 10.1

AMENDMENT NO. 4 TO SECURITIES PURCHASE FAGREEMENT

This AMENDMENT NO. 4 TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of November 21, 2009 (the “Effective Date”), by and among VIASPACE Inc., a Nevada corporation (“Parent”), VIASPACE Green Energy Inc., a British Virgin Islands international business company and a wholly-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 (as amended by that Amendment No. 1 to Securities Purchase Agreement dated on or about June 17, 2009, that Amendment No. 2 to Securities Purchase Agreement dated on or about August 21, 2009, and that Amendment No. 3 to Securities Purchase Agreement dated on or about October 13, 2009 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 to extend certain deadlines.

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. Amendment.

1.1 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 the date at or before November 26, 2009 (the “Second Closing Deadline”) or at such date that Parent, Acquirer, Shareholder and Licensor may agree in writing (the “Second Closing Date”). If Acquirer’s Registration Statement is declared effective by the SEC on or before November 26, 2009, the Second Closing Deadline will be extended until December 26, 2009.”

2.  Miscellaneous .

2.1 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.

2.2 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.

2.3 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.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 to the Securities Purchase Agreement 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

SUNG HSIEN CHANG

/s/ Sung Hsien Chang

    CHINA GATE TECHNOLOGY CO., LTD.

By:
Maclean Wang
Chief Executive Officer

2