Viaspace Inc (OTC:VSPC)

SANTA CRUZ, Calif., March 18, 2019 /PRNewswire/ -- VIASPACE Inc. (VSPC) today announced that its wholly-owned subsidiary, Bad Love Cosmetics Company, LLC has completed fabrication of the component containers for its CBD lip product line. On March 11, 2019, VIASPACE Inc. announced that it had completed the acquisition of luxury cosmetics company Elite Therapeutics (www.elitetherapeutics.com) which also included acquiring Bad Love Cosmetics Company, LLC. Elite Therapeutics launched a new, ultralux, hemp-derived, "CBD Recovery Crème" on February 4'th 2019 that can now be found on the Elite Therapeutics website. Bad Love Cosmetics has been developing an interesting and edgy line of lip care products that are perfectly suited for the emerging CBD cosmetic products universe.

Bad Love Cosmetics and Elite Therapeutics use only hemp-derived Cannabidiol (CBD) Isolate which is completely free of THC (zero psychoactive properties – won't get you high even if ingested) and is now legal in all 50 states. CBD is rapidly evolving as a new and important component of luxury cosmetics. There are many new studies currently being published that show how CBD has powerful antioxidant, anti-inflammatory and anti-bacterial properties. Those effects have always been desired components in the many steps of skin care. In addition, hemp seed oil can provide moisturizing benefits and act as a skin emollient. Finally, CBD can block free radicals which add an anti-aging effect to the list of potential benefits.

The Bad Love Cosmetics component containers for its edgy CBD lip product line can be accessed using the link: https://elitetherapeutics.com/blogs/news/coming-soon-bad-love-cosmetics. The approach is a retro-concept of bullet-type lipstick products of a bygone era of cold-war spy novels coming to life in modern times. The lipstick containers are easily recognizable by their distinctive shape and feel as a woman reaches into her purse. Each distinctive container has a catchy phrase such as "Bad Lips Own The Night." There are six different component containers for lipstick, lip gloss and lip liner.

VIASPACE Chairman and Acting CEO, Dr. Kevin Schewe, commented: "We are proceeding with our 2019 business plans for VIASPACE to generate revenues from a business model with three lines of business activities. These include CBD-containing luxury cosmetics and top-line personal cosmetics/high-end hotel amenities; hemp-related revenue including CBD oil and the sale of hemp seeds along with the continued commercialization of Giant King Grass (GKG) for animal feed and renewable 'green' biomass/bioenergy."

WALNUT, Calif., Nov. 15, 2017 /PRNewswire/ -- VIASPACE Inc. (VSPC) today reported that it has recently received $60,000 of organic revenue related to its business activities that are evolving in Hawaii, specifically for Giant King Grass Exclusivity Rights. Including Crop Engineering, Project Engineering and Exclusivity Rights, VIASPACE's current Hawaii contracts are scheduled and anticipated to yield an additional $600,000 of revenue over the next 9 months. In addition, there are multiple related projects involving biomass green energy and animal feed that are under consideration as a result of these Hawaii-focused activities. These projects could further enhance the revenue stream attributable to our Hawaii-based business.

Simultaneous to the above, the VIASPACE Board of Directors has been rigorously reducing the Company's corporate overhead expenses to a manageable level to minimize the need for further insider loans and subsequent stock dilution. VIASPACE Board Chairman, Dr. Kevin Schewe; VIASPACE Board Vice-Chairman, Mr. Haris Basit and VIASPACE Founder, Board Member and CTO, Dr. Carl Kukkonen, have previously made loans to keep VIASPACE financially viable. Although the balance of those loans remains available to the Company, the current and projected revenues should primarily sustain the company and provide a basis for future growth.

VIASPACE Board Chairman, Dr. Kevin Schewe, commented: "We are very pleased to announce significant organic revenues coming into VIASPACE related to our Hawaii-based business activities as we continue our dual strategy for using Giant King Grass for both renewable, green energy, biomass production and for animal feed projects. We have learned a lot about our competitive and challenging business space in the past several years and we are very focused on examining and pursuing projects with the highest probability of generating a growing revenue stream for our shareholders."

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated July 14, 2016

On July 14, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $30,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $30,000 loan made on July 14, 2016 would convert into 50,000,000 shares of Registrant common stock at a common stock price of $0.0006 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $185,000 since the execution of the Loan Agreement.

The Note for the loan on July 14, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of July 14, 2016 Loan

On July 14, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on July 14, 2016, converted $30,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $30,000 loan to the Registrant on July 14, 2016. The $30,000 loan owed to him converted into 50,000,000 shares of Registrant common stock at a conversion price of $0.0006 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On July 14, 2016, the Registrant issued 50,000,000 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant, related to a loan on June 9, 2016. The shares were issued related to the conversion by Schewe of a convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated June 9, 2016

On June 9, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $25,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $25,000 loan made on June 9, 2016 would convert into 35,714,286 shares of Registrant common stock at a common stock price of $0.0007 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $155,000 since the execution of the Loan Agreement.

The Note for the loan on June 9, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of June 9, 2016 Loan

On June 9, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on June 9, 2016, converted $25,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $25,000 loan to the Registrant on June 9, 2016. The $25,000 loan owed to him converted into 35,714,286 shares of Registrant common stock at a conversion price of $0.0007 per common share.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated May 31, 2016

On May 31, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $15,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $15,000 loan made on May 31, 2016 would convert into 18,750,000 shares of Registrant common stock at a common stock price of $0.0008 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $130,000 since the execution of the Loan Agreement.

The Note for the loan on May 31, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of May 31, 2016 Loan

On May 31, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on May 31, 2016, converted $15,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $15,000 loan to the Registrant on May 31, 2016. The $15,000 loan owed to him converted into 18,750,000 shares of Registrant common stock at a conversion price of $0.0008 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On May 31, 2016, the Registrant issued 18,750,000 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant, related to a loan on May 31, 2016. The shares were issued related to the conversion by Schewe of a convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

VIASPACE INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated May 12, 2016

On May 12, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $25,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $25,000 loan made on May 12, 2016 would convert into 31,250,000 shares of Registrant common stock at a common stock price of $0.0008 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $115,000 since the execution of the Loan Agreement.

The Note for the loan on May 12, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of May 12, 2016 Loan

On May 12, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on February 26, 2016, converted $25,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $25,000 loan to the Registrant on May 12, 2016. The $25,000 loan owed to him converted into 31,250,000 shares of Registrant common stock at a conversion price of $0.0008 per common share.

Kukkonen Employment Agreement

Previously, on October 8, 2015, the Registrant entered into an Employment Agreement (the "Agreement") with Dr. Carl Kukkonen, CTO, effective for the period from October 1, 2015 through September 30, 2016. On May 13, 2016, the Registrant and Dr. Kukkonen entered into a new Employment Agreement effective for the period May 13, 2016 through September 30, 2016. Dr. Kukkonen will be paid $120,000 annually. Additionally, Dr. Kukkonen will be awarded a bonus of 10% of the gross revenue generated by the Company up to a maximum of $100,000. The previous Agreement gave Dr. Kukkonen the right to purchase $3,000 per month worth of Registrant unregistered common shares at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the purchase date. This purchase right has been eliminated in the new Employment Agreement.

The new Employment Agreement is attached hereto as Exhibit 10.2.

Item 3.02 Unregistered Sales of Equity Securities.

On May 12, 2016, the Registrant issued 31,250,000 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant, related to a loan on May 12, 2016. The shares were issued related to the conversion by Schewe of a convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

Item 4.01 Changes in Registrant's Certifying Accountant.

Effective May 12, 2016, the Registrant dismissed Hein & Associates LLP (the "Former Auditor") as its independent registered public accounting firm, and has engaged MaloneBailey LLP as its new independent registered public accounting firm. The Registrant's Board of Directors unanimously made the decision to change independent accountants. As described below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Auditor.

(a) Previous Independent Accountants

Effective May 12, 2016, the Registrant dismissed the Former Auditor as its independent registered public accounting firm.

The reports of the Former Auditor on the Registrant's financial statements as of and for the years ended December 31, 2015 and 2014, included an explanatory paragraph in its report on our financial statements for 2015 and 2014, which expresses substantial doubt about our ability to continue as a going concern

During the two most recent fiscal years and through May 12, 2016, there (a) have been no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of such disagreements in its reports on the financial statements for such years and (b) were no reportable events of the kind described in Item 304 (a)(1)(v) of Regulation S-K, other than the material weakness identified for the year ended December 31, 2015.

The Registrant has requested that the Former Auditor furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from the Former Auditor is attached hereto as Exhibit 16.1 to this Current Report on Form 8-K.

(b) New Independent Accountants

On May 12, 2016, the Registrant engaged MaloneBailey LLP (the "New Auditor"), as its independent registered public accounting firm for the year ending December 31, 2016. The Registrant’s Board of Directors unanimously made the decision to engage the New Auditor.

The Registrant has not consulted with the New Auditor during its two most recent fiscal years or during any subsequent interim period prior to its appointment as New Auditor regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements, and neither a written report was provided to the Registrant nor oral advice was provided that the New Auditor concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated May 4, 2016

On May 4, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $10,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $10,000 loan made on May 4, 2016 would convert into 12,500,000 shares of Registrant common stock at a common stock price of $0.0008 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $90,000 since the execution of the Loan Agreement.

The Note for the loan on May 4, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of May 4, 2016 Loan

On May 4, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on May 4, 2016, converted $10,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $10,000 loan to the Registrant on May 4, 2016. The $10,000 loan owed to him converted into 12,500,000 shares of Registrant common stock at a conversion price of $0.0008 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On May 4, 2016, the Registrant issued 12,500,000 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant, related to a loan on May 4, 2016. The shares were issued related to the conversion by Schewe of a convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated April 12, 2016

On April 12, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $35,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $35,000 loan made on April 12, 2016 would convert into 58,333,333 shares of Registrant common stock at a common stock price of $0.0006 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $80,000 since the execution of the Loan Agreement.

The Note for the loan on April 12, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of April 12, 2016 Loan

On April 12, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on April 12, 2016, converted $35,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $35,000 loan to the Registrant on April 12, 2016. The $35,000 loan owed to him converted into 58,333,333 shares of Registrant common stock at a conversion price of $0.0006 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On April 12, 2016, the Registrant issued 58,333,333 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant, related to a loan on April 12, 2016. The shares were issued related to the conversion by Schewe of a convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Global Supply, License, and Commercialization Agreement

Executed on April 4, 2016 and effective as of March 28, 2016, VIASPACE Inc. (the "Registrant"), VIASPACE Green Energy, a British Virgin Islands corporation ("VGE") and Guangzhou Inter-Pacific Arts Corp., a Chinese wholly-owned foreign enterprise registered in Guangdong province ("IPA"), entered into the Global Supply, License, and Commercialization Agreement (the "New Agreement").

Prior to the New Agreement, IPA and VGE had entered into a certain Supply and Commercialization Agreement dated September 30, 2012 regarding a license and supply arrangement between IPA and VGE regarding Giant King Grass ("IPA-VGE Agreement"). In turn, VGE and the Registrant also entered into a certain Supply and Commercialization Agreement dated September 30, 2012 regarding a license and supply arrangement between VGE and the Registrant regarding Giant King Grass ("VGE-VIASPACE Agreement").

Under the New Agreement, VGE and the Registrant terminated the VGE-VIASPACE Agreement and IPA directly granted the Registrant an exclusive, perpetual license to commercialize its intellectual property rights to three (3) types of high yield, non-genetically modified grasses ("Three GK Grasses") throughout the world except Cambodia, People’s Republic of China, Taiwan, Thailand, Myanmar, Malaysia, Laos, Vietnam and Singapore ("VIASPACE Territory"). It and VGE agreed to subordinate the terms of the IPA-VGE Agreement to the terms of the New Agreement. IPA also granted the right to use and market the name "Giant King Grass" and other related names.

The Registrant would owe royalty payments on the Net Sales of the Three GK Grasses. This license would be sublicenseable in the VIASPACE Territory. IPA held all rights of ownership to the Three GK Grasses. The Registrant would own any grasses resulting from any modifications or improvements to the Three GK Grasses. IPA would use commercially reasonable efforts to maintain its intellectual property rights. The Registrant would use commercially reasonable efforts to commercialize the Three GK Grasses throughout the VIASPACE Territory.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated March 28, 2016

On March 28, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $15,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $15,000 loan made on March 28, 2016 would convert into 25,000,000 shares of Registrant common stock at a common stock price of $0.0006 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $45,000 since the execution of the Loan Agreement.

The Note for the loan on March 28, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of March 28, 2016 Loan

On March 28, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on March 28, 2016, converted $15,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $15,000 loan to the Registrant on March 28, 2016. The $15,000 loan owed to him converted into 25,000,000 shares of Registrant common stock at a conversion price of $0.0006 per common share.

Kukkonen Subscription Agreement

On March 28, 2016, the Registrant entered into a Subscription Agreement with Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant, in which Dr. Kukkonen agreed to purchase 5,000,000 shares of common stock at a purchase price of $0.0006 per share for $3,000. The purchase price per share was equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

The Subscription Agreement is attached hereto as Exhibit 10.2.

Item 3.02 Unregistered Sales of Equity Securities.

On March 28, 2016, the Registrant issued 25,000,000 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant, related to a loan on March 28, 2016. The shares were issued related to the conversion by Schewe of a convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

On March 28, 2016, the Registrant issued 5,000,000 shares of Registrant common stock to Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant. The shares were issued related to the Subscription Agreement discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated February 26, 2016

On February 26, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $15,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $15,000 loan made on February 26, 2016 would convert into 25,000,000 shares of Registrant common stock at a common stock price of $0.0006 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $30,000 since the execution of the Loan Agreement.

The Note for the loan on February 26, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of February 26, 2016 Loan

On February 26, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on February 26, 2016, converted $15,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $15,000 loan to the Registrant on February 26, 2016. The $15,000 loan owed to him converted into 25,000,000 shares of Registrant common stock at a conversion price of $0.0006 per common share.

Kukkonen Subscription Agreement

On February 26, 2016, the Registrant entered into a Subscription Agreement with Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant, in which Dr. Kukkonen agreed to purchase 5,000,000 shares of common stock at a purchase price of $0.0006 per share for $3,000. The purchase price per share was equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated January 25, 2016

Effective as of January 25, 2016, the Registrant and Schewe entered into a Loan Agreement pursuant to which Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $300,000 as required by the Company for a one-year period. The loans would be evidenced by a Secured Convertible Note. The Note (as with all subsequent notes) accrued interest at 8% per annum, were secured by all assets of the Registrant pursuant to a Security Agreement ("Security Agreement") and would be convertible into shares of Registrant common stock at a price equal to 20% of the average closing price for the 20 trading days prior to the issuance of the loan. Each note would mature on the second anniversary of the issuance date of such note.

The Loan Agreement, the Security Agreement and the Form of Senior Secured Promissory Note are attached hereto as Exhibits 10.1 through 10.3, respectively.

Loan Agreement Dated January 27, 2016

On January 27, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $15,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $15,000 loan made on January 27, 2016 would convert into 37,500,000 shares of Registrant common stock at a common stock price of $0.0004 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $15,000 since the execution of the Loan Agreement.

The Note for the loan on January 27, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of January 27, 2016 Loan

On January 27, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on January 27, 2016, converted $15,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $15,000 loan to the Registrant on January 27, 2016. The $15,000 loan owed to him converted into 37,500,000 shares of Registrant common stock at a conversion price of $0.0004 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On January 27, 2016, the Registrant issued 37,500,000 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant, related to a loan on January 27, 2016. The shares were issued related to the conversion by Schewe of two convertible notes as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On January 13, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $5,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $5,000 loan made on January 13, 2016 would convert into 12,500,000 shares of Registrant common stock at a common stock price of $0.0004 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $1,000,000 since the execution of the Loan Agreement.

The Note for the loan on January 13, 2016 is attached hereto as Exhibit 10.1.

Notice of Conversion of January 13, 2016 Loan

On January 13, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $5,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $5,000 loan to the Registrant on January 13, 2016. The $5,000 loan owed to him converted into 12,500,000 shares of Registrant common stock at a conversion price of $0.0004 per common share.

WALNUT, Calif., Jan. 11, 2016 /PRNewswire/ -- VIASPACE Inc. (OTC: VSPC) reported that CEO, Mr. Haris Basit, visited the Energia Reino Verde Giant King Grass power plant project under development in Nicaragua in December 2015. Chief Technology Officer, Dr.Carl Kukkonen, accompanied him during the visit.

Energia Reino Verde (ERV) is a planned 12.3 MW biomass power plant co-located with a 2,100 acre Giant King Grass plantation that is part of a larger 10,000 acre rice plantation and rice mill that provides rice to Agri-Corp, a large diversified food company that has more than 50% of the rice market in Nicaragua. VIASPACE is co-developing this project with Agri-Corp executives and investors. VIASPACE and the Agri-Corp team are equal partners in ERV. The project has received a letter of intent from two international development banks which are working together to provide the debt financing, and the Nicaraguan partners will arrange the majority of the equity financing. The boiler technology has been selected and an engineering, procurement and construction contract has been signed. Giant King Grass has been growing in Nicaragua for more than two years. The project is ready to go, upon approval of the Nicaraguan government.

Mr. Basit met with Mr. Amilcar Ybarra, CEO of Agri-Corp, in Managua to receive a briefing on the ERV project, and visited the rice plantation where the Giant King Grass is growing and met with the agriculture team.

Mr. Basit stated, "I was very impressed with the overall capabilities of Agri-Corp and we are pleased to have them as a partner. I want to thank Mr. Ybarra for hosting my visit. It is clear that the project is very far along and that we will be able to proceed very quickly once we get government approval.  The visit to the rice plantation was very informative.  They plant and harvest about 6,000 acres of rice twice each year. They are extremely professional with top-quality equipment and trained agronomists. It is a large operation that includes an on-site rice mill. Giant King Grass has been growing on the plantation for more than two years, and the power plant will also be co-located on the plantation so that the furthest field will only be 2 miles from the power plant. This makes logistics much simpler and financially efficient."

The Giant King Grass project in Nicaragua will provide reliable 24/7 base electricity that is renewable with zero net carbon dioxide emissions. The project will replace imported oil which is the source of base electricity today, and provide more than 400 rural jobs inNicaragua. Other renewable energy sources such as solar and wind are intermittent sources that cannot be relied upon continuously and require oil backup electricity to compensate for intermittency. 

Mr. Basit concluded, "The Energia Reino Verde project will be our showroom for customers for future projects throughout the world. VIASPACE has the capability to develop the entire project including the plantation and power plant, and is working with customers and development partners on similar projects around the globe. We and our partners can do everything from a prefeasibility study and financial model through Engineering Procurement and Construction and commissioning of the power plant."

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On December 22, 2015, Dr. Kevin Schewe, Director of the Registrant, made a $33,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $33,000 loan made on December 22, 2015 would convert into 82,500,000 shares of Registrant common stock at a common stock price of $0.0004 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $995,000 since the execution of the Loan Agreement.

The Note for the loan on December 22, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion of December 22, 2015 Loan

On December 22, 2015, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $33,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $33,000 loan to the Registrant on December 22, 2015. The $33,000 loan owed to him converted into 82,500,000 shares of Registrant common stock at a conversion price of $0.0004 per common share.

Notice of Conversion of November 23, 2015 Loan

On December 22, 2015, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $25,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $25,000 loan to the Registrant on November 23, 2015. The $25,000 loan owed to him, along with accrued interest of $127.40, converted into 50,254,800 shares of Registrant common stock at a conversion price of $0.0005 per common share.

The Notice of Conversion of the November 23, 2015 loan is attached hereto as Exhibit 10.2.

Subscription Agreement

On December 22, 2015, the Registrant entered into a Subscription Agreement with Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant, in which Dr. Kukkonen agreed to purchase 15,000,000 shares of common stock at a purchase price of $0.0004 per share for $6,000. The purchase price per share was equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On November 23, 2015, Dr. Kevin Schewe, Director of the Registrant, made a $25,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $25,000 loan made on November 23, 2015 would convert into 50,000,000 shares of Registrant common stock at a common stock price of $0.0005 per share.

The current par value of the Company's common stock is $0.001. In the fourth quarter, the Company may consider decreasing the par value of the Company's common stock from $0.001 per share to $0.0001 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $957,000 since the execution of the Loan Agreement.

VIASPACE INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Management Discussion and Analysis

Revenues

Revenues were $49,000 and $55,000 for the three months ended September 30, 2015 and 2014, respectively, a decrease of $6,000. The revenues relate to collaborative agreements for the joint operation of test plots to establish whether Giant King Grass grows well in customer’s countries and optimal agronomic practices are developed, and also for consulting and engineering work performed for customers requesting assistance in power plant design and feasibility studies for customers considering using Giant King Grass in their energy project.

Loss from Operations

The resulting effect on these changes in gross profits, operations expenses, and selling, general and administrative expenses was an increase in loss from operations in 2015. For the three months ended September 30, 2015, the Company had a loss from operations of $473,000 compared with a loss from operations of $100,000 for the three months ended September 30, 2014, an increase of $373,000.

WALNUT, Calif., Nov. 16, 2015 /PRNewswire/ -- VIASPACE Inc. (OTC: VSPC) has been working intensively on growing Giant King^�Grass (GKG) in California at the VIASPACE nursery, the University of California Desert Research and Extension Center, and with our partner Almaden Energy Group, LLC (AEG) for the past six months. This press release outlines the progress so far in this effort.

A detailed analysis of GKG for animal feed has been conducted using GKG grown at the VIASPACE nursery and independently atUniversity of California research farm in Holtville, CA.  This study, done in concert with professional agronomists and animal nutritionists, helped determine the optimum time to harvest so as to maximize yield and feed value and thus revenue. The study included analysis of dozens of samples, taken at various maturities, for the yield as well as for the concentration of over thirty different nutrients and minerals.  Peak nutritional value and yield versus maturity were determined.

In addition to the nutrition studies, GKG at UC Holtville was mechanically harvested using a conventional swather, dried in the field and then baled into hay. Some GKG bales were sent to a local dairy for feed trials and some were used to produce animal feed pellets using a commercial pellet company. The pellets were analyzed for nutritional content and palatability. Animal feed can be used in the form of fresh chopped GKG, silage, hay or pellets.  Samples of GKG from multiple harvests in 2015 have been provided to local farmers and successfully fed to cows, goats and pigs.  The nutrition analysis shows that GKG is also suitable for horses.

AEG has leased a twenty-six acre plot of land in Imperial County, CA and also engaged a professional grower to grow Giant King Grass.  Twenty acres were planted in August 2015 utilizing several different techniques and planting densities.  Both manual and automated planting techniques were utilized.  Careful measurement of the cost and effectiveness of each technique has been performed.  This is a necessary step prior to scaling GKG for large production acreage.  Additional planting techniques have been tested in October and more will be tested in spring of 2016.  Testing to determine optimum harvesting and baling techniques will be carried out in the first half of 2016. Furthermore, these 26 acres have been outfitted with equipment to accurately measure water utilization and confirm the water efficiency of GKG on a larger scale.

A second smaller plot of land has been planted in California's Central Valley in the heart of the largest and most concentrated dairy region within the United States.  Dairies are particularly sensitive to the nutritional content of their feed and usually benefit the most from quality feed with high protein content.  The purpose of this plot is to determine if GKG can be cost effectively grown this far north in a climate that is significantly cooler than Imperial County.  We are working closely with a major dairy and their professional nutritionists to establish the value of GKG within the dairy industry.  If GKG can be cost effectively grown in this region, it may be able to replace crops that consume far greater amounts of water than GKG, thus alleviating a crucial water shortage in that region.

VIASPACE Chief Executive Officer, Haris Basit, stated, "VIASPACE is excited about the potential for using GKG as animal feed.  Early tests indicate that GKG provides high quality animal nutrition using less acreage and water than existing forage crops. This potentially addresses the most important problems facing agriculture in California today. We have gotten excellent cooperation from major dairies and are hopeful that animal feed will open up a new major market for us."

VIASPACE board chairman, Dr. Kevin Schewe, commented, "We have strategically divided our business into two lines, animal feed and bioenergy. We believe that animal feed will represent an expedient and economically viable pathway to drive our business forward. VIASPACE and AEG are investing the necessary effort and resources to insure that we are responsible for our own success in commercializing GKG for animal feed. I am very pleased with the entrepreneurship and business enterprise skills that Mr. Basit has brought to VIASPACE. We mutually understand and agree on the importance and priority to get more significant revenues moving through this company. VIASPACE will be providing an update on energy related projects separately in the coming weeks."

AEG is focused on commercializing GKG for animal feed within the continental United States. AEG and VIASPACE have equity ownership in each other, three VIASPACE board members are also board members in AEG, and Haris Basit is CEO of both VIASPACE and AEG.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On November 9, 2015, Dr. Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on November 9, 2015 would convert into 28,571,429 shares of Registrant common stock at a common stock price of $0.0007 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $937,000 since the execution of the Loan Agreement.

The Note for the loan on November 9, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On November 9, 2015, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $20,000 loan to the Registrant on November 9, 2015. The $20,000 loan owed to him converted into 28,571,429 shares of Registrant common stock at a conversion price of $0.0007 per common share.

Subscription Agreement

On November 9, 2015, the Registrant entered into a Subscription Agreement with Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant, in which Dr. Kukkonen agreed to purchase 4,285,714 shares of common stock at a purchase price of $0.0007 per share for $3,000. The purchase price per share was equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

The Subscription Agreement is attached hereto as Exhibit 10.2.

Item 3.02 Unregistered Sales of Equity Securities.

On November 9, 2015, the Registrant issued 28,571,429 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

On November 9, 2015, the Registrant issued 4,285,714 shares of Registrant common stock to Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant. The shares were issued related to the Subscription Agreement discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

On October 6, 2015, the Registrant entered into a Subscription Agreement with Mr. Mark Monahan in which Mr. Monahan agreed to purchase 23,809,524 shares of common stock at a purchase price of $0.0021 per share for $50,000. The purchase price per share was equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

Item 3.02 Unregistered Sales of Equity Securities.

On October 6, 2015, the Registrant issued 23,809,524 shares of Registrant common stock to Mr. Mark Monahan. The shares were issued related to the Subscription Agreement discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On September 25, 2015, Kevin Schewe, Director of the Registrant, made a $27,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $27,000 loan made on September 25, 2015 would convert into 30,000,000 shares of Registrant common stock at a common stock price of $0.0009 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $917,000 since the execution of the Loan Agreement.

The Note for the loan on September 25, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On September 25, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $27,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $27,000 loan to the Registrant on September 25, 2015. The $27,000 loan owed to him converted into 30,000,000 shares of Registrant common stock at a conversion price of $0.0009 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On September 25, 2015, the Registrant issued 30,000,000 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On September 2, 2015, Kevin Schewe, Director of the Registrant, made a $35,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $35,000 loan made on September 2, 2015 would convert into 38,888,889 shares of Registrant common stock at a common stock price of $0.0009 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $890,000 since the execution of the Loan Agreement.

The Note for the loan on September 2, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On September 2, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $35,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $35,000 loan to the Registrant on September 2, 2015. The $35,000 loan owed to him converted into 38,888,889 shares of Registrant common stock at a conversion price of $0.0009 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On September 2, 2015, the Registrant issued 38,888,889 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Senior Secured Convertible Promissory Note

The Registrant entered into a Senior Secured Convertible Promissory Note (the "Agreement") with Kevin Schewe, Director, on September 28, 2012. On October 28, 2014, the Board of Directors of the Registrant voted to change the Conversion Price in the Agreement from 80% of the Average Trading Price as reported by the principal trading exchange on which the Registrant’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note to 50% of the Average Trading Price as reported by the principal trading exchange on which the Registrant’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note.

On August 31, 2015, the Board of Directors of the Registrant voted to change the Conversion Price in the Agreement from 50% of the Average Trading Price as reported by the principal trading exchange on which the Registrant’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note to 20% of the Average Trading Price as reported by the principal trading exchange on which the Registrant’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note.

Item 1.01 Entry into a Material Definitive Agreement.

On August 20, 2015, the Registrant entered into a Subscription Agreement with Mr. Lajpat Rai in which Mr. Rai agreed to purchase 13,888,889 shares of common stock at a purchase price of $0.0018 per share for $25,000. The purchase price per share was equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

VIASPACE INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Management Discussion and Analysis

Three Months Ended June 30, 2015 Compared to June 30, 2014

Revenues

Revenues were $8,000 and $46,000 for the three months ended June 30, 2015 and 2014, respectively, a decrease of $38,000. The revenues relate to collaborative agreements for the joint operation of test plots to establish whether Giant King Grass grows well in customer’s countries and optimal agronomic practices are developed.

Loss from Operations

The resulting effect on these changes in gross profits, operations expenses, and selling, general and administrative expenses was an increase in loss from operations in 2015. For the three months ended June 30, 2015, the Company had a loss from operations of $286,000 compared with a loss from operations of $146,000 for the three months ended June 30, 2014, an increase of $140,000.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On August 19, 2015, Kevin Schewe, Director of the Registrant, made a $35,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $35,000 loan made on August 19, 2015 would convert into 20,588,235 shares of Registrant common stock at a common stock price of $0.0017 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $855,000 since the execution of the Loan Agreement.

The Note for the loan on August 19, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On August 19, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $35,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $35,000 loan to the Registrant on August 19, 2015. The $35,000 loan owed to him converted into 20,588,235 shares of Registrant common stock at a conversion price of $0.0017 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On August 19, 2015, the Registrant issued 20,588,235 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2015, the Registrant entered into a Subscription Agreement with Mr. Lajpat Rai in which Mr. Rai agreed to purchase 14,705,882 shares of common stock at a purchase price of $0.0017 per share for $25,000. The purchase price per share was equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

The Subscription Agreement is attached hereto as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities.

On July 31, 2015, the Registrant issued 14,705,882 shares of Registrant common stock to Mr. Lajpat Rai. The shares were issued related to the Subscription Agreement discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On July 28, 2015, Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on July 28, 2015 would convert into 11,764,706 shares of Registrant common stock at a common stock price of $0.0017 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $820,000 since the execution of the Loan Agreement.

The Note for the loan on July 28, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On July 28, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $20,000 loan to the Registrant on July 28, 2015. The $20,000 loan owed to him converted into 11,764,706 shares of Registrant common stock at a conversion price of $0.0017 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On July 28, 2015, the Registrant issued 11,764,706 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On July 14, 2015, Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on July 14, 2015 would convert into 11,111,111 shares of Registrant common stock at a common stock price of $0.0018 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $800,000 since the execution of the Loan Agreement.

The Note for the loan on July 14, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On July 14, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $20,000 loan to the Registrant on July 14, 2015. The $20,000 loan owed to him converted into 11,111,111 shares of Registrant common stock at a conversion price of $0.0018 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On July 14, 2015, the Registrant issued 11,111,111 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On June 25, 2015, Kevin Schewe, Director of the Registrant, made a $28,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $28,000 loan made on June 25, 2015 would convert into 11,666,667 shares of Registrant common stock at a common stock price of $0.0024 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $780,000 since the execution of the Loan Agreement.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On May 26, 2015, Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on May 26, 2015 would convert into 5,882,353 shares of Registrant common stock at a common stock price of $0.0034 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $752,000 since the execution of the Loan Agreement.

The Note for the loan on May 26, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On May 26, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $20,000 loan to the Registrant on May 26, 2015. The $20,000 loan owed to him converted into 5,882,353 shares of Registrant common stock at a conversion price of $0.0034 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On May 26, 2015, the Registrant issued 5,882,353 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

VIASPACE INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Management Discussion and Analysis

Revenues

Revenues were $15,000 and $24,000 for the three months ended March 31, 2015 and 2014, respectively, a decrease of $9,000. The revenues relate to collaborative agreements for the joint operation of test plots to establish whether Giant King Grass grows well in customer’s countries and optimal agronomic practices are developed.

Loss from Operations

The resulting effect on these changes in gross profits, operations expenses, and selling, general and administrative expenses was a decrease in loss from operations in 2015. For the three months ended March 31, 2015, the Company had a loss from operations of $179,000 compared with a loss from operations of $186,000 for the three months ended March 31, 2014, a decrease of $7,000.

WALNUT, Calif., May 12, 2015 /PRNewswire/ -- VIASPACE Inc. (VSPC) announced that VIASPACE CEO, Dr. Carl Kukkonen, made a presentation at the International Biomass Conference and Expo held April 20-22, 2015 in Minneapolis, Minnesota. The presentation provided a case study and update on the 12 MW biomass power plant and 2,100 acre Giant King Grass plantation project being developed in Nicaragua. 

The eighth annual International Biomass Conference and Expo attracted 1,400 industry professionals and 204 exhibitors from all sectors of the world's biomass utilization industries�biobased power, thermal energy, biogas, biofuels and biochemicals.

Dr. Kukkonen's presentation included an overview of the project and its status which is summarized below.

Nicaragua power plant and plantation specifications:

• 12 MW gross electrical power
• High-temperature, high-pressure boiler with 30% efficiency from heating value of fuel to electricity
• High availability minimum 90%--7,884 hours per year
• 11% internal electricity use
• 84 million kwh of salable electricity
• Expected project lifetime 25+ years
• Fuel consumption--9 dry equivalent metric tons of Giant King Grass per hour
• Power plant co-located with 2,100 acre (832 hectare) Giant King Grass plantation

Nicaragua power plant and plantation status:

• Prefeasibility study and business plan completed
• Giant King Grass growing well in Nicaragua
• Formal feasibility study completed
• EPC contractor selected and contract signed
• Power plant operator selected
• Provisional Generation License applied for
• Non-objection letter obtained from community
• Non-objection letter obtained from environmental department
• In progress with debt financers--banks
• Local partners will provide half of the equity

Remaining items planned to be completed in coming months. Power plant construction and commissioning will take less than two years.

At the conference, Dr. Kukkonen also held technical meetings, and met with potential new customers, suppliers and investors.

VIASPACE Chairman, Dr. Kevin Schewe, commented, "The International Biomass Conference and Expo is the largest gathering of biomass professionals in North America. It is a best-in-class professional meeting. Dr. Kukkonen's invited presentation regarding our Giant King Grass fueled, 12 MW renewable, biomass power plant in Nicaragua reflects the genuine and growing international interest in this particular project. VIASPACE is keenly focused on making this project scalable and reproducible as we continue with our Nicaraguan partners to make it a reality."

Item 1.01 Entry into a Material Definitive Agreement.

On April 14, 2015, the Registrant entered into separate Subscription Agreements with Haris Basit and Asad Cochinwala in which each party agreed to purchase 14,285,714 shares of common stock at a purchase price of $0.0035 per share for $50,000. The purchase price per share was equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment. The Registrant received $50,000 from Haris Basit and $50,000 from Asad Cochinwala on April 14, 2015.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On April 14, 2015, Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on April 14, 2015 would convert into 5,714,286 shares of Registrant common stock at a common stock price of $0.0035 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $732,000 since the execution of the Loan Agreement.

The Note for the loan on April 14, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On April 14, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $20,000 loan to the Registrant on April 14, 2015. The $20,000 loan owed to him converted into 5,714,286 shares of Registrant common stock at a conversion price of $0.0035 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On April 14, 2015, the Registrant issued 5,714,286 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

VIASPACE INC.

STATEMENTS OF OPERATIONS

Management Discussion and Analysis

Revenues

Revenues were $153,000 and $105,000 for the year ended December 31, 2014 and 2013, respectively, an increase of $48,000. The revenues relate to collaborative agreements for the joint operation of test plots to establish whether Giant King Grass grows well in customer’s countries and optimal agronomic practices are developed.

 
Loss from Operations

The resulting effect on these changes in gross profits, operations expenses, and selling, general and administrative expenses was a decrease in loss from operations in 2013. For the year ended December 31, 2013, the Company had a loss from operations of $634,000 compared with a loss from operations of $619,000 for the year ended December 31, 2014, a decrease of $15,000.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On March 25, 2015, Kevin Schewe, Director of the Registrant, made a $30,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $30,000 loan made on March 25, 2015 would convert into 7,692,308 shares of Registrant common stock at a common stock price of $0.0039 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $712,000 since the execution of the Loan Agreement.

The Note for the loan on March 25, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On March 25, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $30,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $30,000 loan to the Registrant on March 25, 2015. The $30,000 loan owed to him converted into 7,692,308 shares of Registrant common stock at a conversion price of $0.0039 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On March 25, 2015, the Registrant issued 7,692,308 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On February 19, 2015, Kevin Schewe, Director of the Registrant, made a $40,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $40,000 loan made on February 19, 2015 would convert into 9,523,810 shares of Registrant common stock at a common stock price of $0.0042 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $682,000 since the execution of the Loan Agreement.

The Note for the loan on February 19, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On February 19, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $40,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $40,000 loan to the Registrant on February 19, 2015. The $40,000 loan owed to him converted into 9,523,810 shares of Registrant common stock at a conversion price of $0.0042 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On February 19, 2015, the Registrant issued 9,523,810 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On January 21, 2015, Kevin Schewe, Director of the Registrant, made a $35,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $35,000 loan made on January 21, 2015 would convert into 7,608,696 shares of Registrant common stock at a common stock price of $0.0046 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $642,000 since the execution of the Loan Agreement.

The Note for the loan on January 21, 2015 is attached hereto as Exhibit 10.1.

Notice of Conversion

On January 21, 2015, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $35,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $35,000 loan to the Registrant on January 21, 2015. The $35,000 loan owed to him converted into 7,608,696 shares of Registrant common stock at a conversion price of $0.0046 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On January 21, 2015, the Registrant issued 7,608,696 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On December 9, 2014, Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on December 9, 2014 would convert into 4,444,444 shares of Registrant common stock at a common stock price of $0.0045 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $607,000 since the execution of the Loan Agreement.

The Note for the loan on December 9, 2014 is attached hereto as Exhibit 10.1.

Notice of Conversion

On December 9, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $20,000 loan to the Registrant on December 9, 2014. The $20,000 loan owed to him converted into 4,444,444 shares of Registrant common stock at a conversion price of $0.0045 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On December 9, 2014, the Registrant issued 4,444,444 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 8.01 Other Events.

On November 26, 2014, the Registrant entered into a nonbinding Letter of Intent (LOI) to acquire luxury cosmetics company, Elite Therapeutics. The Registrant and Elite Therapeutics have agreed to carefully examine the details and potential benefits of an all-stock acquisition with an anticipated closing in the first quarter of 2015.

VIASPACE Chairman, Dr. Kevin Schewe, is the founder and majority shareholder of Elite Therapeutics, a private company based in Arvada, Colorado. Elite Therapeutics was founded in 2007 as Bad Love Cosmetics Company, LLC and began doing business as Elite Therapeutics with high quality, results-driven, medical-grade cosmetics in late 2010. Elite Therapeutics has an active, full line of luxury products and associated inventory. Bad Love Cosmetics has a cutting edge line of products in development for launch in 2015 and beyond.

VIASPACE INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Management Discussion and Analysis

Revenues

Revenues were $55,000 and $9,000 for the three months ended September 30, 2014 and 2013, respectively, an increase of $46,000. The revenues relate to collaborative agreements for the joint operation of test plots to establish whether Giant King Grass grows well in customer’s countries and optimal agronomic practices are developed.

Loss from Operations

The resulting effect on these changes in gross profits, operations expenses, and selling, general and administrative expenses was a decrease in loss from operations in 2014. For the three months ended September 30, 2014, the Company had a loss from operations of $100,000 compared with a loss from operations of $176,000 for the three months ended September 30, 2013, a decrease of $76,000.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On November 6, 2014, Kevin Schewe, Director of the Registrant, made a $40,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $40,000 loan made on November 6, 2014 would convert into 10,000,000 shares of Registrant common stock at a common stock price of $0.004 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $587,000 since the execution of the Loan Agreement.

The Note for the loan on November 6, 2014 is attached hereto as Exhibit 10.1.

Notice of Conversion

On November 6, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $40,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $40,000 loan to the Registrant on November 6, 2014. The $40,000 loan owed to him converted into 10,000,000 shares of Registrant common stock at a conversion price of $0.004 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On November 6, 2014, the Registrant issued 10,000,000 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Employment Agreements

The Registrant entered into Employment Agreements (the "Agreements") on October 28, 2014, with Dr. Carl Kukkonen, CEO and Mr. Stephen Muzi, CFO. The Agreements are effective for the period from October 1, 2014 through September 30, 2015. Dr. Kukkonen will be paid $169,744 annually and Mr. Muzi will be paid $63,654 annually.

The Agreements are attached hereto as Exhibits 10.1 and 10.2.

Amendment to Senior Secured Convertible Promissory Note

The Registrant entered into a Senior Secured Convertible Promissory Note (the "Agreement") with Kevin Schewe, Director, on September 28, 2012. On October 28, 2014, the Board of Directors of the Registrant voted to change the Conversion Price in the Agreement from 80% of the Average Trading Price as reported by the principal trading exchange on which the Registrant’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note to 50% of the Average Trading Price as reported by the principal trading exchange on which the Registrant’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note.

The Amendment to Senior Secured Convertible Promissory Note is attached hereto as Exhibit 10.3.

Loan Agreements

On October 29, 2014, Kevin Schewe, Director of the Registrant, made a $22,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $22,000 loan made on October 29, 2014 would convert into 5,789,474 shares of Registrant common stock at a common stock price of $0.0038 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $547,000 since the execution of the Loan Agreement.

The Note for the loan on October 29, 2014 is attached hereto as Exhibit 10.4.

Notice of Conversion

On October 29, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $22,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $22,000 loan to the Registrant on October 29, 2014. The $22,000 loan owed to him converted into 5,789,474 shares of Registrant common stock at a conversion price of $0.0038 per common share.

2005 Stock Incentive Plan

On February 14, 2008, a majority of the common stockholders of the Registrant and the Board of Directors of the Registrant approved an amendment to the Registrant's 2005 Stock Incentive Plan (the "Amendment"). This Amendment revised Section 3 (a) in its entirety and was replaced by the following:

3. Stock Subject to the Plan.

(a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is 99,000,000 Shares (the "Maximum Award Shares"); provided, however, that effective as of January 1, 2009 and each January 1 thereafter during the term of the Plan, the Maximum Award Shares will be modified to be equal to 10% percent of the total number of shares of Common Stock issued and outstanding as of the close of business on the immediately preceding December 31, which is the last day of the Registrant’s fiscal year; provided, further that no such modification shall occur if such calculation would result in a decrease in the Maximum Award Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.

On October 28, 2014, the Board of Directors of the Registrant ratified and approved the Amendment that was previously approved by the Board of Directors on February 14, 2008.

Item 3.02 Unregistered Sales of Equity Securities.

On October 29, 2014, the Registrant issued 5,789,474 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

WALNUT, Calif., Oct. 9, 2014 /PRNewswire/ -- VIASPACE Inc. (OTC: VSPC) today issued an update regarding the progress of the Tibbar Energy USVI, Giant King Grass fueled, 7-megawatt biogas power plant on the island of St. Croix in the US Virgin Islands. The power plant will provide the only base load renewable electricity in the USVI. The majority feedstock is from VIASPACE Giant King Grass (GKG).  Tibbar will sell power for 25 years with a 5 year option to the Water and Power Authority (WAPA). Tania Tomyn, CEO of Tibbar, said, "Our project is a balance of public and private relationships. This is a long term commercial solution that gives the USVI fossil fuel independence and low cost power.  Executive Director Hugo Hodge from WAPA and Karl Knight from the DOE in the USVI are finding real solutions such as LPG conversion and Solar to aid the energy crisis and Tibbar is proud to be part of that long term plan."

As previously reported, Tibbar Energy was issued a Virgin Island Department on Planning and Natural Resources' Division of Coastal Zone Management (CZM) final permit for construction on April 2, 2014. Those permits are now 90% complete and the final design and modification before construction starts is also being completed. Tomyn said, "We expect to start work the first of the year (2015) and that will create 150 jobs between the power plant construction and the farm development that will happen simultaneously. After construction, the plant will employ around 35-40 staff for 25 years." Tibbar has already been operating farms on the island of St. Croix growing GKG for over 2 years now with great success.

Additionally, on June 23, 2014, the Public Services Commission (PSC) held a public meeting on St. Thomas where Tibbar Energy and WAPA together requested final approval of the agreements between WAPA and Tibbar including the 25 year (with 5 year option) Power Purchase Agreement executed last July and the Interconnection Agreement to the power grid. That approval was granted by the Commission.

Tibbar's public and private relationships are important. For example, as part of the agreement the Department of Agriculture will receive 1,000 round bales per year for all three islands in the USVI for small livestock farmers. Tibbar will provide free fertilizer to small farmers on the island of St. Croix.  Tibbar is working with VI Waste Management Authority on its existing long term agreement to recycle food waste and fats, oils and greases to divert waste from the landfill and be used in the digester to create energy.  Tomyn said, "20% plus of all MSW is organics and working with Waste Management Authority to recycle these streams and divert them from landfills on St. Thomas and St. Croix is the right thing to do for both the USVI and Tibbar.  This will have a major impact on landfill capacity over the next 25 years." 

VIASPACE Chairman, Dr. Kevin Schewe, commented, "The project with Tibbar Energy to use Giant King Grass as a dedicated, renewable, green energy crop for biogas electricity production on St. Croix is continuing to move ahead. This represents a model,Caribbean renewable energy project that creates significant local jobs, provides green, base load electricity and multiple related benefits to waste management, the island environment and local farmers.  Tibbar's project will be the Caribbean's first carbon neutral base load, renewable power plant. We are very pleased with our ongoing working relationship and partnership with Tibbar Energy. We are in regular contact with Tibbar CEO Tania Tomyn and her team.  They have become experts at cultivating and growing Giant King Grass on St. Croix. VIASPACE will receive license revenues for 25 years (with a 5 year option) as the Giant King Grass on St. Croix is harvested for renewable electricity."

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On September 23, 2014, Kevin Schewe, Director of the Registrant, made a $36,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $36,000 loan made on September 23, 2014 would convert into 6,000,000 shares of Registrant common stock at a common stock price of $0.006 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $525,000 since the execution of the Loan Agreement.

The Note for the loan on September 23, 2014 is attached hereto as Exhibit 10.1.

Notice of Conversion

On September 23, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $36,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $36,000 loan to the Registrant on September 23, 2014. The $36,000 loan owed to him converted into 6,000,000 shares of Registrant common stock at a conversion price of $0.006 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On September 23, 2014, the Registrant issued 6,000,000 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

WALNUT, Calif., September 22, 2014 /PRNewswire/ -- VIASPACE Inc. (VSPC) today reported that CEO, Dr. Carl Kukkonen, met with potential Giant King Grass customers in Hawaii.  Dr. Kukkonen also attended the Asia Pacific Clean Energy Summit held in Honolulu September 15-17, where he gave an invited presentation at a special conference track on Agricultural Innovation.

On March 17, 2014, VIASPACE announced that Giant King Grass was released from the mandatory one-year quarantine on Hawaii after the Hawaii Department of Agriculture found it to be free of pests and disease. Giant King Grass is currently growing well in Hawaii, and an update will be provided in a future press release (Part II).

Potential customers included Hawaiian businessmen working to revive agriculture on Hawaii, and also to produce clean energy. Hawaii once had a thriving cattle business. At this time, cattle born in Hawaii are mostly shipped to the mainland for growth and finishing. Pig farming is also important on Hawaii, but much of the big food needs to be imported from the mainland. There were once 12 sugar mills in Hawaii. Now there is one sugar plantation and mill located on Maui, and substantial plantation lands lie fallow. Most of the pineapple business has left Hawaii. There is significant underemployment in the agriculture industry.

Dr. Kukkonen reported, "There are business people in Hawaii now working to revive the cattle and dairy industries. Today most cattle are put out to pasture on large ranches which have local grasses such as Guinea grass. The land can support about 50 cattle per 100 acres. Giant King Grass with 10 � 15% protein is higher quality than Guinea grass that has about 5% protein. Giant King Grass also has much higher yield. With proper agriculture, Giant King Grass can support about 400 cattle or dairy cows per 100 acres. Giant King Grass can also be an important part of the diet for sheep, goats, horses and pigs. I believe that Giant King Grass can play an important role in animal feed in Hawaii and other tropical and subtropical regions."

Hawaii has the highest electricity prices in the US. Much of the electricity in Hawaii is produced from oil which is imported and expensive. Wind and solar electricity are intermittently available and Hawaii has difficulty in providing the backup power which is needed to provide consistent levels of electricity. Currently each Hawaiian island has its own separate grid and there is no undersea power line to make a statewide grid.

Kukkonen continued, "I heard a presentation on an ambitious concept to pump water uphill to a dam during times when there is excess solar or wind electricity. The plan is to then let the water run downhill and produce hydroelectricity when the wind is not blowing or during the nighttime. This is certainly possible, but growing Giant King Grass to fuel a reliable and 24/7 biomass power plant is a simpler and lower cost solution. Pumping water uphill to a dam is the only way to store electricity today on a large scale. It may be feasible in very special areas, but Giant King Grass clean renewable electricity should have much broader applicability. There was also a detailed concept to bring in containers of liquefied natural gas to the big island of Hawaii to replace oil for producing reliable electricity. This is feasible and would be a bit less expensive than oil and natural gas produces less carbon dioxide than oil. Both of these examples illustrate how difficult and expensive it is to produce electricity on island nations."

"I met with parties that are trying to develop biomass power plants using anaerobic digestion to produce clean bio electricity. They were interested in Giant King Grass as a dedicated energy crop. VIASPACE has just finished another round of extensive testing of Giant King Grass for anaerobic digestion and it is an excellent feedstock to produce biogas. We have action items to provide data to these potential customers."

Kukkonen also met with potential customers from other countries in the Asia-Pacific region. There are opportunities for Giant King Grass on islands like Guam.

VIASPACE Chairman, Dr. Kevin Schewe, concluded, "We have been very busy in Hawaii since our Giant King Grass was successfully released from quarantine there earlier this year. Giant King Grass is now growing incredibly well in Hawaii and we will be specifically discussing this progress soon. There is a picture of our Hawaiian Giant King Grass standing at our booth at the Asia Pacific Clean Energy Summit and posted on our VIASPACE Facebook page. It takes time to develop a brand new plant/biomass platform and animal feed source in Hawaii, but we have now passed the major hurdles there and are ready for primetime. We have the most perfect solution for renewable biomass energy and animal feed for Hawaii and we are pursuing our business opportunities there."

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On August 20, 2014, Kevin Schewe, Director of the Registrant, made a $25,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $25,000 loan made on August 20, 2014 would convert into 3,289,474 shares of Registrant common stock at a common stock price of $0.0076 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $489,000 since the execution of the Loan Agreement.

The Note for the loan on August 20, 2014 is attached hereto as Exhibit 10.1.

Notice of Conversion

On August 20, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $25,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $25,000 loan to the Registrant on August 20, 2014. The $25,000 loan owed to him converted into 3,289,474 shares of Registrant common stock at a conversion price of $0.0076 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On August 20, 2014, the Registrant issued 3,289,474 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

VIASPACE INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Management Discussion and Analysis

Revenues

Revenues were $46,000 and $32,000 for the three months ended June 30, 2014 and 2013, respectively, an increase of $14,000. The revenues relate to collaborative agreements for the joint operation of test plots to establish whether Giant King Grass grows well in customer’s countries and optimal agronomic practices are developed.

Loss from Operations

The resulting effect on these changes in gross profits, operations expenses, and selling, general and administrative expenses was an increase in loss from operations in 2014. For the three months ended June 30, 2014, the Company had a loss from operations of $146,000 compared with a loss from operations of $135,000 for the three months ended June 30, 2013, an increase of $11,000.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On July 18, 2014, Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on July 18, 2014 would convert into 2,439,024 shares of Registrant common stock at a common stock price of $0.0082 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $464,000 since the execution of the Loan Agreement.

The Note for the loan on July 18, 2014 is attached hereto as Exhibit 10.1.

Notice of Conversion

On July 18, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $20,000 loan to the Registrant on July 18, 2014. The $20,000 loan owed to him converted into 2,439,024 shares of Registrant common stock at a conversion price of $0.0082 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On July 18, 2014, the Registrant issued 2,439,024 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On June 20, 2014, Kevin Schewe, Director of the Registrant, made a $17,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $17,000 loan made on June 20, 2014 would convert into 1,910,112 shares of Registrant common stock at a common stock price of $0.0089 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $444,000 since the execution of the Loan Agreement.

The Note for the loan on June 20, 2014 is attached hereto as Exhibit 10.1.

Notice of Conversion

On June 20, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $17,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $17,000 loan to the Registrant on June 20, 2014. The $17,000 loan owed to him converted into 1,910,112 shares of Registrant common stock at a conversion price of $0.0089 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On June 20, 2014, the Registrant issued 1,910,112 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On May 21, 2014, Kevin Schewe, Director of the Registrant, made a $17,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $17,000 loan made on May 21, 2014 would convert into 1,752,577 shares of Registrant common stock at a common stock price of $0.0097 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $427,000 since the execution of the Loan Agreement.

The Note for the loan on May 21, 2014 is attached hereto as Exhibit 10.1.

Notice of Conversion

On May 21, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $17,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $17,000 loan to the Registrant on May 21, 2014. The $17,000 loan owed to him converted into 1,752,577 shares of Registrant common stock at a conversion price of $0.0097 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On May 21, 2014, the Registrant issued 1,752,577 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On April 23, 2014, Kevin Schewe, Director of the Registrant, made a $22,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $22,000 loan made on April 23, 2014 would convert into 2,268,041 shares of Registrant common stock at a common stock price of $0.0097 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $410,000 since the execution of the Loan Agreement.

The Note for the loan on April 23, 2014 is attached hereto as Exhibit 10.1.

Notice of Conversion

On April 23, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $22,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $22,000 loan to the Registrant on April 23, 2014. The $22,000 loan owed to him converted into 2,268,041 shares of Registrant common stock at a conversion price of $0.0097 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On April 23, 2014, the Registrant issued 2,268,041 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

VIASPACE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Management Discussion and Analysis

Results of Operations

Year Ended December 31, 2013 Compared to December 31, 2012

Revenues

Revenues were $105,000 and $32,000 for the year ended December 31, 2013 and 2012, respectively, an increase of $73,000. The revenues relate to collaborative agreements for the joint operation of test plots to establish that Giant King Grass grows well in customer’s countries and optimal agronomic practices are developed.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On March 19, 2014, Kevin Schewe, Director of the Registrant, made a $17,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $17,000 loan made on March 19, 2014 would convert into 1,789,474 shares of Registrant common stock at a common stock price of $0.0095 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $388,000 since the execution of the Loan Agreement.

Notice of Conversion

On March 19, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $17,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $17,000 loan to the Registrant on March 19, 2014. The $17,000 loan owed to him converted into 1,789,474 shares of Registrant common stock at a conversion price of $0.0095 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On March 19, 2014, the Registrant issued 1,789,474 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 1.01 Entry into a Material Definitive Agreement

Loan Agreement

On February 26, 2014, Kevin Schewe, Director of the Registrant, made a $17,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $17,000 loan made on February 26, 2014 would convert into 1,954,023 shares of Registrant common stock at a common stock price of $0.0087 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $371,000 since the execution of the Loan Agreement.

Notice of Conversion

On February 26, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $17,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $17,000 loan to the Registrant on February 26, 2014. The $17,000 loan owed to him converted into 1,954,023 shares of Registrant common stock at a conversion price of $0.0087 per common share.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On January 29, 2014, Kevin Schewe, Director of the Registrant, made a $12,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $12,000 loan made on January 29, 2014 would convert into 1,188,119 shares of Registrant common stock at a common stock price of $0.0101 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $354,000 since the execution of the Loan Agreement.

The Note for the loan on January 29, 2014 is attached hereto as Exhibit 10.1.


Notice of Conversion

On January 29, 2014, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $12,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $12,000 loan to the Registrant on January 29, 2014. The $12,000 loan owed to him converted into 1,188,119 shares of Registrant common stock at a conversion price of $0.0101 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On January 29, 2014, the Registrant issued 1,188,119 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Articles of Incorporation:

On December 31, 2013, a majority of the common stockholders of the Company and the Board of Directors of the Company voted to amend the Company's Articles of Incorporation and increase the number of shares of authorized common stock from one billion five hundred million (1,500,000,000) shares to one billion eight hundred million (1,800,000,000) shares. The par value of the common stock remains at one tenth of one cent ($0.001).

The text of the Amendment to the Articles of Incorporation is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On October 25, 2013, Kevin Schewe, Director of the Registrant, made a $17,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $17,000 loan made on October 25, 2013 would convert into 1,491,228 shares of Registrant common stock at a common stock price of $0.0114 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $342,000 since the execution of the Loan Agreement.

VIASPACE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On August 28, 2013, Kevin Schewe, Director of the Registrant, made a $17,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $17,000 loan made on August 28, 2013 would convert into 2,394,366 shares of Registrant common stock at a common stock price of $0.0071 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $305,000 since the execution of the Loan Agreement.

The Note for the loan on August 28, 2013 is attached hereto as Exhibit 10.1.


Notice of Conversion

On August 28, 2013, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $17,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $17,000 loan to the Registrant on August 28, 2013. The $17,000 loan owed to him converted into 2,394,366 shares of Registrant common stock at a conversion price of $0.0071 per common share.