UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

     
Date of Report (Date of Earliest Event Reported):   January 16, 2018

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

     
Nevada 333-110680 76-0742386
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
382 N. Lemon Ave., Ste. 364, Walnut, California   91789
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   626-768-3360

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

 

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]


Item 1.01 Entry into a Material Definitive Agreement.

Haris Basit Senior Convertible Promissory Note Dated January 16, 2018

On January 16, 2018, Haris Basit, Vice Chairman of Board of Directors of the Registrant, made a $6,500 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on November 30, 2016. In the Loan Agreement, Basit agreed, subject to satisfaction of certain conditions, including among other things, Basit’s satisfaction with the use of proceeds of past loans, to provide loans of up to $100,000 as required by the Registrant for a two-year period. The loans would be evidenced by a Convertible Note. The loans accrue interest at 8% per annum. At Basit'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 Basit chooses to convert, the $6,500 loan made on January 16, 2018 would convert into 40,498,442 shares of Registrant common stock at a common stock price of $0.0001605 per share.

Including the newest loan, Basit has made cumulative loans to the Registrant totaling $79,000 since the execution of the Loan Agreement.

The Note for the loan on January 16, 2018 is attached hereto as Exhibit 10.1.


Notice of Conversion of January 16, 2018 Haris Basit Loan

On January 16, 2018, Haris Basit, Vice Chairman of Board of Directors of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on January 16, 2018, converted $6,500 of loans that he previously made to the Registrant into shares of Registrant common stock.

Basit had made a $6,500 loan to the Registrant on January 16, 2018. The $6,500 loan owed to him converted into 40,498,442 shares of Registrant common stock at a conversion price of $0.0001605 per common share.





Item 3.02 Unregistered Sales of Equity Securities.

On January 16, 2018, the Registrant issued 40,498,442 shares of Registrant common stock to Haris Basit, Vice Chairman of Board of Directors of the Registrant, related to a loan on January 16, 2018. The shares were issued related to the conversion by Basit 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 no general solicitation or general advertising involved in the offer or sale.





Item 9.01 Financial Statements and Exhibits.

Senior Convertible Promissory Note between Registrant and Haris Basit dated January 16, 2018.






Exhibit Index


     
Exhibit No.   Description

 
10.1
  Senior Convertible Promissory Note between Registrant and Haris Basit dated January 16, 2018.

SIGNATURES

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

         
    VIASPACE Inc.
          
January 18, 2018   By:   S/ Nick Stoll
       
        Name: S/ Nick Stoll
        Title: Controller

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