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Ahh. They don't need anything from them, since they aren't an exchange. In this case, they'll simply be a fully-reporting company with registered stock. They won't be doing an actual IPO.
There is no current trading market for our securities and this offering is not being underwritten. These securities will be offered for sale by the selling shareholders identified in this prospectus in accordance with the methods and terms described in the section of this prospectus titled “Plan of Distribution.” We estimate that the selling shareholders will sell at a price no greater than $3.00 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.
I offer no guarantees of the success of the IPO. They've merely completed the required paperwork. Or most of it. Where do they plan to list? If the NYSE or AMEX, they now need a CERTNYS. If the Nasdaq, a CERTNAS, in which an official from the exchange approves the listing.
Maybe if they had hired a different distributor other than JJ international they would have sold logs... I guess this there protect that way as well... you know for purposely failing.
hell who knows JJ could have reported back not log sales and had all kinds of sales and this protects them.
70. (4) No director shall be disqualified by his office from contracting with the Company either as a vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any director shall in any way interested be voided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement, by reason of such director holding that office or of the fiduciary relationship thereby established.
Heck if their is no account then how the hell does Carl know if Chang sold any logs of not...LOL... for all we know Chang's JJ international had a consignment deal with VSPC that said Chang only has to pay for the logs if the sell and if the don't he can throw them away as they are too expesive to ship back... How do we know he throws them away if no accounting is done.
Seems to me Carl would want to know and report to Shareholders what exactly happen to the First and second containers of logs don't you think? and all the other logs I assume that they are still making??????????
Or what did the shut down the log making machine?...LOL...do you smell fish????????
There is a better one in that clearly allows them to sell any shares issued to them as salary at a premium... Funny Carl dot all the I's
I wonder if this is the SEC's attempt to track the shares issued to Wang of China gate to determine if his china gate filing has listed all the assest?
(1) Filed as Exhibit 3.1 to Amendment No. 6 to the Registration Statement on Form S-1 filed by Registrant on November 25, 2009 and incorporated herein by reference.
EX-10.13 2 viaspace_ex1013.htm AMENDMENT #6 TO SPA Exhibit 10.13
AMENDMENT NO. 6 TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 6 TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of December 18, 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, that Amendment No. 3 to Securities Purchase Agreement dated on or about October 13, 2009, that Amendment No. 4 dated on or about November 21, 2009, and that Amendment No. 5 dated on or about November 25, 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 in certain respects, in particular, to extend the Second Closing Deadline to January 15, 2010.
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. Second Closing Extension. 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 January 15, 2010 (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 January 15, 2010, the Second Closing Deadline will be extended until February 15, 2010.”
2. Section 10.2 the Agreement is hereby amended and restated to read in full as follows:
“10.2 Shareholder Rights Upon Failure to Close. In the event that the Second Closing fails to occur and Parent’s closing conditions to the Second Closing as set forth in Sections 7.1 through 7.7, and 7.9 have been satisfied, then (1) Shareholder and/or his designees shall retain the Acquirer Shares, (2) Parent shall transfer all shares of Acquirer common stock it holds to Shareholder, (3) Shareholder will deliver the remaining 30% equity interest of IPA BVI to Acquirer, such that Acquirer shall receive all equity securities of IPA BVI, and (4) if Acquirer’s common stock is not listed on a Trading Market as of the Second Closing Deadline, Shareholder shall also receive such number of shares of Viaspace common stock so that Shareholder shall own a majority of the outstanding shares of Viaspace common stock as of the date of issuance.
Parent, Acquirer and Shareholder acknowledge that the Shareholder will deliver the remaining 30% equity interest of IPA BVI to Acquirer, such that Acquirer shall receive all equity securities of IPA BVI, on or about January 15, 2010, regardless of whether the Second Closing occurs.
8.1 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.
8.2 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.
8.3 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.
70. (4) No director shall be disqualified by his office from contracting with the Company either as a vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any director shall in any way interested be voided, nor shall any director so contracting or being so interested he liable to account to the Company for any profit realized by any such contract or arrangement, by reason of such director holding that office or of the fiduciary relationship thereby established.
Looks like they are talking about this in your link
Item 1. Description of Registrant’s Securities to be Registered.
The securities of VIASPACE Green Energy Inc. (the “Registrant”) to be registered hereby are shares of Common Stock, par value $0.001 per share (the “Common Stock”).
The description of such securities contained under the caption “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-159717), as amended from time to time, and the prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (such prospectus as filed pursuant to Rule 424(b), the “Prospectus”) are incorporated herein by this reference in response to this item.
Item 2. Exhibits.
Exhibit Number Description of Exhibit
3.1 Amended and Restated Memorandum and Articles of Association of the Registrant (1)
_____________________ . (1) Filed as Exhibit 3.1 to Amendment No. 6 to the Registration Statement on Form S-1 filed by Registrant on November 25, 2009 and incorporated herein by reference.
It looks like they might have a hard time with the growing price of cassava and MAYBE have decided that GKG will be the suppliment. I like the part about the pilot production started in August of this year...that seems to be where GKG will enter into the picture!!! Another piece to the puzzle. I don't know how some can consider this a fluff PR!!
ETHANOL PRODUCTION Govt urged to promote ethanol production By Petchanet Pratruangkrai, The Nation Published on June 27, 2011
Ethanol manufacturers have urged the government to have a clear policy on ethanol utilisation to help the domestic prices of related crops, including cassava. Ads by Google Shell Sugar cane ethanol Producing biofuel from Brazilian sugar cane. See what Shell is doing www.shell.com/Biofuels Solar Systems Assembly Accurate, Repeatable Fluid Amounts. Call Us Now & Improve Your Process! www.nordsonefd.com Come Back To CafePress Complete Your Order. Our Stuff Is Cool, Our Shipping Is Fast! www.CafePress.comSeree Denworalak, vice president of THH Group, which owns TPK Ethanol, said that with the government's plan to promote alternative energy and increase the proportion of ethanol in benzene (gasohol), ethanol plants will have a brighter future.
About 2 million tonnes of cassava are being used for ethanol production now. With clear promotion plans for alternative energy, cassava demand should reach 4 million to 5 million tonnes this year. However, most ethanol producers are now using molasses as raw material instead of cassava due to the shortage in cassava supply and the higher price.
The rising price of cassava has limited production of ethanol made from tapioca. In addition, the fixed price of ethanol at Bt23-Bt24 a litre has also slowed down growth of the ethanol industry.
With the current price of cassava at Bt3 to Bt4 a kilo, ethanol price should be increased to Bt27-Bt28 a litre, he pointed out.
TPK Ethanol plant, located in Nakhon Ratchasima, was set up three years ago, with an expected capacity of up to 500,000 litres a day. The factory will have its biggest production capacity in Thailand. The Bt6-billion plant is scheduled to start a pilot production in August this year amid demand of 6,000-7,000 tonnes of cassava per day.
According to the subcommittee for the promotion of alternative energy production, ethanol output in Thailand now runs at 1.11 million litres per day as of March this year. Of these, 270,032 litres were produced from cassava, and 846.323 litres from molasses.
In April, ethanol output was 1.87 million litres a day from 13 plants and is expected to reach 4.12 million litres by late this year as the number of plants will increase gradually next year. Last year, there were eight plants producing ethanol from cassava. Another six plants are expected to start production within this year.
If Thailand can produce more cassava, about 4 million to 5 million tonnes of cassava should be supplied for ethanol production, Seree added.
I don't know the story here, but if the company plans to list on an exchange, it must have registered stock. It could stay on the OTCBB forever without it, but the exchanges require registration.
So yes, they'll have to file an 8-A. I don't think it's an especially big deal. Where do they plan to list?
I looked at your posts, and it seems you did get an answer. But if you want more complete information, I suggest you go to Edgar and read the SEC's correspondence with them about their registration statements. Letters from the SEC are labeled "UPLOAD", and replies from the company are labeled "CORRESP".
SEC Form 8-A is extremely useful to investors considering the purchase of any newly issued or soon-to-be issued security. Since many new companies do not immediately receive analyst coverage, savvy investors can use this form to fill in the gaps in their research.
Who knows Smallcap... for all we know DP knew of this TPK possible contract a year ago and has been secretly buy VGREF shares with through private Broker transactions that weren't being reported because has Josh reported to this board that DP didn't want the GKG word to get around because the were worried about limited supply..
OMG is the big one Smallcap a major tender offer is in the works... DrK has done it...LOL
Disclaimer... this is a conjecture meant as humor and not trading advice and comes from a background of reading one unfulfilled PR after another issued by this company. Do not take any of this as serious
A filing with the Securities and Exchange Commission (SEC), also known as the Registration of Certain Classes of Securities. It is one of the basic forms used to register securities for offering to the public. Information required on this form includes the type of security, details of issuances, and key information about the issuer.
Note:
We saw VGREF share chang(e) hands and were never told which insider sold them? or if it was VSPC selling theirs. But I think the problem here is that not only were we not told who sold those shares but the SEC was not told.
Gee isn't this the same thing SNK basically did once they were issued share in exchange for capital?
Poor Dr.K everyone keeps taking advantage of him. (if this is the case)
What Does SEC Form 8-A Mean? A filing with the Securities and Exchange Commission (SEC), also known as the Registration of Certain Classes of Securities. It is one of the basic forms used to register securities for offering to the public. Information required on this form includes the type of security, details of issuances, and key information about the issuer.
Investopedia explains SEC Form 8-A SEC Form 8-A is extremely useful to investors considering the purchase of any newly issued or soon-to-be issued security. Since many new companies do not immediately receive analyst coverage, savvy investors can use this form to fill in the gaps in their research.
Related Forms: SEC Form 8-A12B, 8-12B/A, 8-12G, 8-12G/A, 8-K
What Does SEC Form N-8A Mean? A filing with the Securities and Exchange Commission (SEC) that must be submitted by an investment company registering under and pursuant to section 8(a) of the Investment Company Act of 1940. SEC Form N-8A contains information on the type of investment company (face-amount certificate company, unit investment trust or management company), whether the registrant's securities are publicly available, total current value of assets, whether the registrant has applied or intends to apply for a license to operate as a small business investment company under the Small Business Investment Act of 1958, and a copy of the registrant's last regular periodic report to its securityholders, if any.
Investopedia explains SEC Form N-8A Form N-8A is also known as "notification of registration filed pursuant to section 8(a) of the Investment Company Act of 1940." The SEC uses this form in its inspection, policymaking, regulatory and disclosure review roles
Here is a thought. Not factual but a guess and possible theory.
Recently we saw hints from DP the TPK may have struck a deal with VSPC and Dr.K supposedly confirmed or hinted at this in a PR from as well.
If an Actual deal exists that would cause TPK to upgrade the broiler and as JOSH keeps posting a PR that say "the company has chosen GKG as a secondary fuel source" that may constitute a material event requiring a filing.
Hmmm could be that Dr.K has finally pused the PR fluff just a little too far this time, you know hinting at material events existing or implying may exist may be an issue especially if you have been selling unregistered shares as of late that are sold outside of the normal plan shares selling like his 144's.
Or maybe this is not Dr.K... the PR Josh posted may actually be another SNK type instance which Dr.K will deny he had any part in?
Hmmmm the smell of desparation is in the air
Could reposting a fake PR/news story on boards make on an accomplice???????
MMech I always thought there was filing concerns on these subjects.
Director leaving and the termination of his employment agreement you know the China Gate guy.
Appointment of New Director of subsid Patrick TEO
Creation of new subsid Singapore
The apparent collapse of Ionfinity and the leaving of directors or partners and or intellectual property.
Or the fact that their 144 Shares that Chang is allowed to sell every three months do not seem to have gone off and listed as sold meaning that he is holding or may be selling them with out filing the reguired insider info ... I am only guessin on this but I thought it was strange that he appears to be holding some when every one elst is selling.
Or lastly the SNK shares came off lockup agreement and nothing seemed to be filed informing the shareholders
Perhaps they are late with VIASPACE GREEN ENERGY PTE. LTD.? Announcement about incorporation made March 1, 2011, 9/30/2011 is exactly 6 months. Any SEC filing fans, is there something required within 6 months after public announcement of a new subsidary?
All security symbols on the OTC Bulletin Board® are either four or five letters long. A fifth letter means the security is something other than an issue of common or capital stock. Listed below are the fifth letter identifiers and a description of what each represents:
Character Description
A Class A
B Class B
D New
E Delinquent in required SEC filings
F Foreign securities, except ADRs
G, H, & I Additional warrants or preferreds
J Voting
K Nonvoting
L Miscellaneous situations, such as stubs, depositary receipts, second units, or additional warrants or preferred
M Fourth preferred, same company
N Third preferred, same company
O Second preferred, same company
P First preferred issue
Q Bankruptcy - involved in bankruptcy proceedings
R Rights
S Shares of beneficial interest
U Units
V When-issued and when-distributed
W Warrants
Y ADR (American Depositary Receipts)
Z Miscellaneous situations, such as stubs, depositary receipts, limited partnership units, or additional warrants or units
When a company that trades on the OTC Bulletin Board (OTCBB) becomes delinquent in its reporting obligations with the SEC (for example, it submits a required filing late or in an incomplete form), the letter “E” will be appended at the end of the company’s stock ticker symbol. After the “E” is added, the company is given 30 calendar days (60 calendar days for most foreign companies and domestic banks), known as the “grace period,” to become current in its reports. If the company files complete required reports during the grace period, the “E” will be removed. If the company fails to correct its deficiency, the company’s stock symbol will be removed from trading on the OTCBB.
In addition, repeated delinquencies by a company in filing complete periodic reports with the SEC or other applicable regulator, or removal of the company’s security from quotation on the OTCBB because of its failure to file required reports within the prescribed period, can result in the security becoming ineligible for quotation on the OTCBB for a one-year period.
Specifically, if an OTCBB-quoted company is delinquent in filing complete required annual and quarterly reports with the applicable regulator three times in the prior two-year period, quotations of a security on the OTCBB will be prohibited until the company has timely filed in complete form all required reports due in a one-year period. Further, if a security is removed from the OTCBB twice in the prior two-year period, the security is subject to removal from quotation on the OTCBB until the company has timely filed in complete form all required reports due in a one-year period. For more detailed information, please read FINRA Rule 6530.
Stock symbols for OTCBB securities may also have other fifth letters added to them, such as the letter “Q” (indicating that a company is in bankruptcy proceedings). You can view the complete list of fifth letters that may be attached to a company’s stock symbol on the OTCBB website. Stock symbol changes, as well as new issues, name changes, and deleted issues for OTCBB securities, appear on the OTCBB Daily List.
... The National Securities Clearing Corp. (NSCC), a wholly owned subsidiary of The Depository Trust & Clearing Corporation (DTCC), is a central counterparty that provides centralized clearance, settlement and information services for almost all broker-to-broker equity, corporate bond and municipal bond, exchange-traded funds and unit investment trust (UIT) trades in the U.S.[1]
The NSCC, which was established in 1976, also nets trades and payments among its participants, reducing the value of securities and payments that need to be exchanged by an average of 98 percent each day. NSCC generally clears and settles trades on a
VIASPACE Green Energy Inc. (VGREF: OTC Link/FINRA BB) | Symbol Change
September 30th, 2011 dcrumlyuuu Posted in Otc Markets | Comments Off
VIASPACE Green Energy Inc. (VGREF: OTC Link/FINRA BB) | Symbol Change Fri, Sep 30, 2011 12:00 – VIASPACE Green Energy Inc. (VGREF: OTC Link/FINRA BB) – Symbol Change – The symbol, VGREF, is no longer a valid symbol for VIASPACE Green Energy Inc.. As of Fri, Sep 30, 2011, the new trading symbol is VGREE. You may find a complete list of symbol changes at otcmarkets.com.
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