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): ~~March~~April 622, 2019

VIASPACE Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-110680

76-0742386

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

344 Pine St., Santa Cruz, CA

95062

(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 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

OnKevin ~~March~~Schewe 6,Senior ~~2019,~~Convertible ~~pursuant~~Promissory toNote aDated ~~Business~~April ~~Sale Agreement~~22, ~~dated March 6,~~ 2019 (“Agreement”), by Viaspace, Inc. (the “Company”) and Bad Love Cosmetics Company, LLC, dba Elite Therapeutics (“Elite”), the Company completed it previously announced acquisition of Elite (the “Acquisition”). The aggregate consideration paid was $500,000 and was made through an all stock purchase of 775,984,665 shares at a price of $0.00064434263, the prior 12 month weighted average stock price.

~~The~~On ~~foregoing~~April ~~description~~22, 2019, Kevin Schewe, CEO and Director of the ~~Business~~Registrant, ~~Sale~~made a $7,000 loan to the Registrant in conjunction with the Loan Agreement isentered ainto ~~summary~~with ~~only~~the Registrant on May 24, ~~does~~2018. ~~not~~In ~~purport~~the Loan Agreement, Schewe agreed, subject to ~~set~~satisfaction ~~forth~~of certain conditions, including among other things, Schewe’s satisfaction with the ~~complete~~use ~~terms~~of proceeds of ~~such~~past ~~agreement~~loans, ~~and~~to isprovide ~~qualified~~loans inof ~~its~~up ~~entirety~~to $100,000 as required by ~~reference~~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 Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the ~~Business~~average ~~Sale~~closing ~~Agreement,~~price ~~filed~~of asthe ~~Exhibit~~Registrant's 10common stock for the 20 trading days immediately preceeding the date of the loan.1 Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to ~~this~~convert, ~~Current~~the ~~Report~~$7,000 loan made on ~~Form~~April ~~8-K~~22, ~~and~~2019 ~~hereby~~would ~~incorporated~~convert byinto ~~reference~~12,939,002 shares of Registrant common stock at a common stock price of $0.000541 per share.

~~Item~~Including ~~8.01~~the ~~Other~~newest ~~Events~~loan, Schewe has made cumulative loans to the Registrant totaling $49,000 since the execution of the Loan Agreement.

OnThe ~~February~~Note ~~11,~~for ~~2019,~~ the ~~Company~~loan ~~issued~~on aApril ~~press~~22, ~~release~~2019 ~~announcing the acquisition of Elite. A copy of the press release~~ is ~~included~~attached hereto as Exhibit 10.~~3 to this Current Report on Form 8-K~~1.

OnNotice ~~March 11, 2019, the Company issued a press release announcing the completion~~ of ~~the~~Conversion ~~acquisition~~ of ~~Elite. A~~April ~~copy~~22, of2019 ~~the~~Kevin ~~press~~Schewe ~~release is included as Exhibit 10.2 to this Current Report on Form 8-K.~~Loan

On April 22, 2019, Kevin Schewe, CEO and Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on April 22, 2019 converted $2,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $7,000 loan to the Registrant on April 22, 2019. The $7,000 loan owed to him converted into 12,939,002 shares of Registrant common stock at a conversion price of $0.000541 per common share.

Item 3.02 Unregistered Sales of Equity Securities.

On April 22, 2019, the Registrant issued 12,939,002 shares of Registrant common stock to Kevin Schewe, CEO and Director of the Registrant, related to a loan on April 22, 2019. 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 s ale 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.

(ad) ~~Financial Statements of Businesses Acquired.~~Exhibits

The Company intends to file the financial statements of Elite required by this item 9.01(a) as part of an amendment to this Current Report on Form 8-K or otherwise not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K is required to be filed.

Exhibit No.		Description
10.1		Senior Convertible Promissory Note between Registrant and Kevin Schewe dated April 22, 2019

(b) Pro Forma Financial Information

The Company intends to file the financial information required by this item 9.01(b) as part of an amendment to this Current Report on Form 8-K or otherwise not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K is required to be filed.

Exhibit No.		Description
10.1		Business Sale Agreement between Viaspace, Inc and Bad Love Cosmetics Company, LLC, dated March 6, 2019
10.2		Press release issued by Viaspace, Inc., dated as of March 11, 2019
10.3		Press Release issued by Viaspace, Inc., dated as of February 11, 2019

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.
March 11, 2019	By:	/s/ Nick Stoll
April 26, 2019	By:	/s/ Nick Stoll
		Name: Nick Stoll
		Title: Controller

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