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The following is a summary of the Company’s stock option activity for the nine months ended at September 30, 2017:March 31, 2019:

StockNo stock options totaling 68,750,000 were granted during the ninethree months ended September 30, 2017.March 31, 2019.  The Plan recorded $317,000$54,000 of compensation expense for employees and director stock options in 2017.the three months ended March 31, 2019. At September 30, 2017,March 31, 2019, there was $49,000$287,000 of unrecognized compensation costs related to non-vested share-based compensation arrangements under the Plan that is expected to be recognized over a weighted average period of approximately nine months.two year. There were no options exercised during the ninethree months ended September 30, 2017.March 31, 2019.

NOTE 5 – CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES

Loan Agreement with Haris Basit

Effective November 30, 2016, the Company entered into a Loan Agreement with Director Haris Basit whereby Mr. Basit agreed to loan up to $100,000 to the Company over a two-year period based on requests from the Company. Each individual loan will accrue interest at 8% per annum. Each note would mature on the first anniversary of the issuance date of such note. Each note is convertible at Mr. Basit’s request, into a fixed number of shares of the Company’s common stock based on the closing price of the Company’s common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. The Loan Agreement states that Mr. Basit will not convert any loan into a number of shares that would exceed the number of available authorized common shares calculated as of the date of the conversion. As a result, the conversion feature is not deemed to be a derivative instrument subject to bifurcation.

During the nine months ended September 30, 2017, Mr. Basit made loans of $47,500 to the Company. The Company recorded a discount on the loans of $47,500 as a result of a beneficial conversion feature, which will be amortized over the term of the note on a straight-line basis, which approximates the effective interest method. During 2017, Mr. Basit converted loans totaling $47,500 into 140,958,681 common shares of the Company. At the time of the conversions, the company recorded the discount as additional interest expense. There are $0 loans outstanding at September 30, 2017. As of September 30, 2017, the Company had remaining availability under the note of $27,500.

Loan Agreement with Kevin Schewe

Effective February 23, 2017, the CompanyMay 24, 2018, we entered into a new Loan Agreement with CEO Kevin Schewe whereby Dr. Schewe agreed to loan up to $100,000 to the Companyus over a two-year period based on requests from the Company. Each individual loan will accrue interest at 8% per annum. Each note would mature on the first anniversary of the issuance date of such note. Each note is convertible at Dr. Schewe’s request, into a fixed number of shares of the Company’sour common stock based on the closing price of the Company’sour common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. TheThis Loan Agreement also states that Dr. Schewe will not convert any loan into a number of shares that would exceed the number of available authorized common shares calculated as of the date of the conversion. As a result, the conversion feature is not deemed to be a derivative instrument subject to bifurcation.

During the ninethree months ended September 30, 2017,March 31, 2019, Dr. Schewe made loans of $80,000$2,000 to the Company. The Companyus. We recorded a discount on the loans of $80,000$2,000 as a result of a beneficial conversion feature, which will be amortized over the term of the note on a straight-line basis, which approximates the effective interest method. During 2017,the three months ended March 31, 2019, Dr. Schewe converted loans totaling $80,000totalling $2,000 into 242,278,40426,143,791 common shares of the Company. At the time of the conversions, the companywe recorded the discount as additional interest expense. There are $0 loans outstanding at September 30, 2017.March 31, 2019. As of September 30, 2017, the CompanyMarch 31, 2019, we had $58,000 remaining availability under the note of $20,000.note.

Loan Agreement with Carl Kukkonen

Effective July 25, 2017, the Companywe entered into a Loan Agreement with former CTO and Director Carl Kukkonen whereby Dr. Kukkonen agreed to loan up to $25,000 to the Companyus over a two-year period based on requests from the Company. Each individual loan will accrue interest at 8% per annum. Each note would mature on the first anniversary of the issuance date of such note. Each note is convertible at Dr. Kukkonen’s request, into a fixed number of shares of the Company’sour common stock based on the closing price of the Company’sour common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. The Loan Agreement states that Dr. Kukkonen will not convert any loan into a number of shares that would exceed the number of available authorized common shares calculated as of the date of the conversion. As a result, the conversion feature is not deemed to be a derivative instrument subject to bifurcation.

During the ninethree months ended September 30, 2017,March 31, 2019, Dr. Kukkonen made loans of $11,500$0 to the Company. The Company recorded a discount on the loans of $11,500 as a result of a beneficial conversion feature, which will be amortized over the term of the note on a straight-line basis, which approximates the effective interest method. During 2017, Dr. Kukkonen converted loans totaling $11,500 into 41,218,638 common shares of the Company. At the time of the conversions, the company recorded the discount as additional interest expense. Thereand there are $0 loans outstanding at September 30, 2017.March 31, 2019. As of September 30, 2017,March 31, 2019, the Company had remaining availability under the note of $13,500.

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NOTE 6 – STOCKHOLDERS’ EQUITY

Preferred Stock

At September 30, 2017March 31, 2019 and December 31, 2016,2018, the number of authorized shares of the Company’sour preferred stock was 10,000,000. The par value of the preferred stock is $0.0001.

At September 30, 2017March 31, 2019 and December 31, 2016,2018, there is one share of Series A Preferred Stock outstanding.

Common Stock

As of January 1, 2017,March 31, 2019, the number of authorized shares of the Company’sour common stock was 3,900,000,000.8,000,000,000. The par value of the common stock is $0.0001.

During 2017, the CompanyAs of March 31, 2019, we issued 50,000,000 unregistered restricted shares of common stock respectively to a funding source so that the funding source can pay for future expenses on behalf of the Company. The shares are issued to the funding source to cover the amount of future expenses plus a fee of 15% of such future expenses. At the time of the future payment of the expenses incurred by the Company, the common stock and additional paid in capital are credited for the amount of the future payment plus 15%. During the period ending September 30, 2017, there is no accounting impact from this transaction because the shares remain in the Company's possession.

On January 9, 2017, the Company entered into Subscription Agreement with a non-related party to purchase 5,586,592 shares of common stock at a purchase price of $0.000895 per share for $5,000. The purchase price per share was equal to 50% of the average closing price of the Company's common stock for the 20 trading days immediately preceding the date of the investment. The Company issued such common stock on the date of such Subscription Agreement.

During 2017, the Company issued 1,080,0003,200,000 shares of common stock to a consultant of the Company. The shares were issued at fair market value of approximately $1,920$1,000 on the date of the issuance.

During 2017, the CompanyAs of March 31, 2019, we issued 242,278,40426,143,791 shares of common stock to CEO Kevin Schewe as he converted loans into shares of common stock as allowed under an agreement he has with the Company as discussed in Note 5. During 2017, the Company issued 140,958,681 shares of common stock to Director Haris Basit as he converted loans into shares of common stock as allowed under an agreement he has with the Company as discussed in Note 5. During 2017, the Company issued 41,218,638 shares of common stock to CTO Carl Kukkonen as he converted loans into shares of common stock as allowed under an agreement he has with the Companyus as discussed in Note 5.

As of March 31, 2019 we issued 775,984,665 shares of common stock to CEO Kevin Schewe for the purchase of Elite Therapeutics.  

As of September 30, 2017,March 31, 2019, there were 3,300,594,4474,732,073,007 shares of common stock issued and 4,632,073,007 shares of common stock outstanding.

NOTE 7 – NET LOSS PER SHARE

The Company computesWe compute net loss per share in accordance with FASB ASC Topic 260. Under its provisions, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings would customarily include, if dilutive, potential shares of common stock issuable upon the exercise of stock options and warrants. The dilutive effect of outstanding stock options and warrants is reflected in earnings per share in accordance with FASB ASC Topic 260 by application of the treasury stock method. For the periods presented, the computation of diluted loss per share equaledwas equal to basic loss per share as the inclusion of any dilutive instruments would have had an antidilutive effect on the earnings per share calculation in the periods presented.

The following table sets forth common stock equivalents (potential common stock) at September 30, 2017March 31, 2019 and 20162018 that are not included in the loss per share calculation since their effect would be anti-dilutive for the periods indicated:

The following table sets forth the computation of basic and diluted net loss per share for 20172018 and 2016,2017, respectively:

NOTE 8 – RELATED PARTY TRANSACTIONS

Included in the Company’sour balance sheets at September 30, 2017March 31, 2019 and December 31, 20162018 are Related Party Payables of $749,000 and $640,000,$749,000, respectively. The Company hasWe have a payable of $689,000 and $640,000,$689,000, at September 30, 2017March 31, 2019 and

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December 31, 20162018 owed to Dr. Carl Kukkonen, CTO. Of the amount owed to Dr. Kukkonen, there is a cash component totalingtotalling $185,000 and a common stock component totalingtotalling $504,000. Dr. Kukkonen deferred a portion of his 2009, 2010 and 2011 stock awards and is entitled to the following unregistered shares of Companyour common stock at September 30, 2017:March 31, 2019: 11,195,707 shares for deferred 2009 compensation; 8,467,939 shares for deferred 2010 compensation; and 24,730,678 shares for deferred 2011 compensation. The CompanyWe also owesowe Director Haris Basit $60,000 at September 30, 2017,March 31, 2019, and December 31, 2018, representing salary earned but not paid.  Mr. Basit has also been granted 56,250,000 options at September 30, 2017

TheIn addition, at March 31, 2019 there are Other Related Party Payables owed to Dr. Kukkonen, in the amount of $2,000, to Mr. Basit, in the amount of $20,000 and to Mr. Nicholas Stoll, in the amount of $4,000.

At December 31, 2018 Other Related Party Payables owed to Dr. Kukkonen, Mr. Basit and Mr. Stoll were $6,000, $18,000 and $9,000, respectively.

During 2018 the Company hasgranted Dr. Kevin Schewe, Dr. Carl Kukkonen, Mr. Nick Stoll, Mr. Haris Basit and Ms. Angelina Galiteva 350,000,000, 150,000,000, 100,000,000, 500,000,000 and 10,000,000 options, respectively.  See Note 4 for valuations of the stock options.

We have a loan agreement with CEO Dr. Kevin Schewe Director Haris Basit and former CTO Carl Kukkonen which is described in Note 5.

On April 13, 2015,

NOTE 9 – BUSINESS COMBINATIONS

Bad Love Cosmetics, LLC DBA Elite Therapeutics

Effective March 6, 2019, the Company entered into a Giant King Grass supply contract with Almaden Energy Group, LLC. (“AEG”). AEG is developing an animal feed project in the United States for the domestic and global market. The Company granted AEG a license to grow Giant King Grass only for animal feed, nursery and research purposes anywhere within the 48 contiguous United States. AEG is permitted to sell Giant King Grass anywhere in the world with the exceptionpurchased 100% of the Stateoutstanding interests of Hawaii. The CEO of AEG is also the former CEO and current member of the Board of Directors of the Company. For the nine months ended September 30, 2017 and 2016, the Company recorded $0 and $12,000, respectively, in revenues from AEG. At September 30, 2017, the Company has an 18.75% equity ownership in AEG and one designated board seat provided that the Company maintains an equity ownership position greater than 5%. At September 30, 2017, the Company recorded $6,000 as an Investment in AEG on its Balance Sheet under equity method of accounting (see Note 3)Bad Love Cosmetics, LLC DBA Elite Therapeutics ("Elite").

The consideration paid was $1,862,363 and was made through an all stock purchase of 775,984,665 shares at a price of $0.0024. 

A summary of the purchase price allocation at fair value is below.

Pro forma Information

The following is the unaudited Pro forma information assuming the business acquisition occurred on January 1, 2019:

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On June 1, 2017, the Company acquired a 2.91% interest in Clean Energy Solutions, LLC’s (“CES”) outstanding membership interest units. The Company has accounted for this investment by the cost method because the membership interest units of that company are unlisted and the criteria for using the equity method of accounting are not satisfied as the Company is not able to exercise significant influence over CES. CES is a customer of the Company who is in discussion for future GKG contracts. At September 30, 2017, the Company’s interest in CES is recorded at $0.

NOTE 910 – COMMITMENTS AND CONTINGENCIES

Leases

Leases

The CompanyWe currently hashave no long term office lease. The Company leases land in San Diego County, California where it grows Giant King Grass. Rent and utility expense charged to operations for the three months ended September 30, 2017 and 2016, was $4,000 and $7,000, respectively. Rent and utility expense charged to operations for the nine months ended September 30, 2017 and 2016 was $9,000 and $13,000, respectively.

On August 31, 2017, the Company notified the landlord of the land being leased in San Diego to cancel the lease.

Collaborative Agreements

We are a party to certain collaborative agreements with various entities for the joint operation of test plots to establish that GKG grows well in the area and optimal agronomic practices are developed. These agreements are in the form of development collaborations and licensing agreements. Under these agreements, we have granted rights to grow and use of GKG. In return, we are entitled to receive certain payments for the operations of the test plots and license fees on the harvesting of GKG should it ultimately be commercialized.

All of our collaborative agreements are subject to termination by either party, without significant financial penalty. Under the terms of these agreements, upon a termination we are entitled to reacquire all rights in our technology at no cost and are free to re-license the technology to other collaborative partners.

Revenue earned from collaborative agreements is comprised of negotiated payments for the establishment, evaluation and operations of GKG test plots. Deferred revenue represents customer payments received which are related to future performance. Generally, for collaborative agreements establishing test plots, the Company recognizeswe recognize revenue only after the Giant King Grass is planted in the customer’s location. Until that time any money received is recorded as deferred revenue. During the three months ended September 30, 2017March 31, 2019 and 2016, the Company2018, we received $0$75,000 and $25,000, respectively, in$0 payments under these collaborative agreements.  During the nine months ended September 30, 2017We recognized $34,000 and 2016, the Company received $0 and $80,000, respectively, in payments under these collaborative agreements. The Company recognized revenue from these collaborative agreements of $0 and $36,000 for the three months ended September 30, 2017March 31, 2019 and 2016, respectively. The Company recognized revenue from these collaborative agreements of $101,000 and $92,000 for the nine months ended September 30, 2017 and 2016, respectively.2018.

Global Supply, License, and Commercialization Agreement

Executed on April 4, 2016 and effective as of March 28, 2016, the Company, VGE and Guangzhou Inter-Pacific Arts Corp., a Chinese wholly-owned foreign enterprise registered in Guangdong province ("IPA") owned by VGE, 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 Company also entered into a certain Supply and Commercialization Agreement dated September 30, 2012 regarding a license and supply arrangement between VGE and the Company regarding Giant King Grass ("VGE-VIASPACE Agreement").

Under the New Agreement, VGE and the Company terminated the VGE-VIASPACE Agreement and IPA directly granted the Company 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 Company 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 Company 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 Company would use commercially reasonable efforts to commercialize the Three GK Grasses throughout the VIASPACE Territory.

Employment Agreements

On July 25, 2017, the Company announced that effective July 31, 2017, Haris Basit resigned as CEO of the Company to move to a position leading a Silicon Valley based technologycompany. Mr. Basit became Vice-Chairman of the Company’s Board of Directors and thus continue to be involved in the overall strategic direction of the Company. During this transition of leadership, Dr. Kevin Schewe, who is the largest shareholder of the Company and Board Chairman, becomes the acting CEO.

Effective October 1, 2016, the Company entered into one-year employment agreements with Carl Kukkonen and Stephen Muzi. Dr. Kukkonen serves as Chief Technology Officer of the Company and Mr. Muzi serves as Chief Financial Officer, Treasurer and Secretary. Dr. Kukkonen will receive a salary of $84,000 per annum and Mr. Muzi would receive $64,000 per annum. Each of them would also be entitled to customary insurance and health benefits, and reimbursement for out-of-pocket expenses in the course of his employment. Dr. Kukkonen is to receive 20 business days paid leave per year and Mr. Muzi is to receive 10 business days paid leave. 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. Mr. Muzi has since resigned as CFO, Treasurer and Secretary effective as of September 30, 2017. Dr. Schewe is acting CFO.

Litigation

The Company is not party to any material legal proceedings at the present time.

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NOTE 1011 – SUBSEQUENT EVENTS

On October 20, 2017,April 22, 2019, Dr. Kevin Schewe, CEO of the Company, issued 1,920,000advanced $7,000 pursuant to a convertible loan agreement and immediately converted the $7,000 loan into 12,939,002 shares of Company common stock at a conversion price of $0.000541 per common share.

On April 24, 2019, we issued 396,231 shares or our common stock to a consultant of the Company.consultant.  The shares were issued at fair market value of approximately $1,920$1,000 on the date of the issuance.

On May 21, 2019, Dr. Kevin Schewe, CEO of the Company, advanced $21,000 pursuant to a convertible loan agreement and immediately converted the $21,000 loan into 45,268,377 shares of Company common stock at a conversion price of $0.0004639 per common share.

On June 4, 2019, Mr. Haris Basit, Director of the Company, advanced $5,000 pursuant to a convertible loan agreement and immediately converted the $5,000 loan into 11,039,965 shares of Company common stock at a conversion price of $0.0004529 per common share.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OFOF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion contains certain statements that constitute “forward-looking statements”. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.”  These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control.  Our future results may differ materially from those currently anticipated depending on a variety of factors, including those described below under “Risks Related to Our Future Operations” and our filings with the Securities and Exchange Commission. The following should be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this Report and in conjunction with our 2016 Annual Report on Form 10-K as filed with the SEC.

VIASPACE Overview

Description of Business – VIASPACE Inc. (“we”, “us”, “VIASPACE”, or the “Company”) was founded in July 1998. Its business involves renewable energy and is based on biomass, in particular our license to a dedicated energy crop with the trademark “Giant King^® Grass” (“GKG”). Through a license for GKG we obtained from Guangzhou Inter-Pacific Arts Corp., a Chinese wholly-owned foreign enterprise registered in Guangdong province ("IPA China") which is owned by VIASPACE Green Energy Inc. (“VGE”), we are able to commercialize GKG throughout the world, except for the People’s Republic of China (“China”) and the Republic of China (“Taiwan”).

GKG can be burned in 100% biomass power plants to generate electricity; made into pellets that can be burned together with coal to reduce carbon emissions from existing power plants; generate bio methane through anaerobic digestion, and can be used as a feedstock for low carbon liquid biofuels for transportation, biochemicals and bio plastics. Cellulosic ethanol, bio butanol and other liquid cellulosic biofuels, do not use corn or other food sources as feedstock. GKG can also be used as animal feed. GKG and other plants absorb and store carbon dioxide from the atmosphere as they grow. When they are burned, they release the carbon dioxide back into the atmosphere, but it is the same carbon dioxide that was removed from the atmosphere, and so this process is carbon neutral. Small amounts of fossil fuel are used by the farm equipment, transportation of GKG and fertilizer, so that the overall process of growing and burning GKG probably has some net carbon dioxide emissions, but much lower emissions than burning coal or other fossil fuels directly to create the same amount of energy. GKG has been independently tested by customers and been shown to have excellent energy content, high bio methane production, and the cellulosic sugar content needed for biofuels and biochemicals.

Critical accounting policies and estimates

Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” (“FRR60”) issued by the SEC, suggests companies provide additional disclosure and commentary on those accounting policies considered most critical. FRR 60 considers an accounting policy critical if it is important to the Company’s financial condition and results of operations, and requires significant judgment and estimates on the part of management in its application. For a summary of the Company’s significant accounting policies, including the critical accounting policies discussed below, see the accompanying notes to the financial statements.

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. The following accounting policies discussed below require significant management judgments and estimates.

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The Company has fourthree revenue models for GKG: 1. grass plantation integrated with a power plant or processing facility such as a pellet mill under company or joint venture control; 2. contract plantation establishment, support and licensing for a customer that owns and operates the plantation and power plant; 3.customer; 2. collaborative agreements to establish a test plot in the customer’s location to determine that GKG grows sufficiently for the customer to use in their particular application; and 4.3. consulting agreement services for customers considering the establishment of a grass plantation in their particular country or location.

The Company must complete certain performance obligations for all three revenue models before recognizing revenue.  The first is oversight and technical assistance on best practices for growing GKG at the customer’s site.  Agreements with customers generally include time periods when the oversight and technical assistance is to be provided.  Revenue recognition for this performance obligation is allocated during the time period the assistance is provided.   The second performance obligation is providing customers with seedlings for the initial plot.  Once seedlings are shipped to the customer’s location this obligation is considered complete and the revenue is recognized on shipment date.  The last performance obligation is ensuring licensing rights be extended to customers to allow them to grow GKG in agreed upon regions and during certain periods.  While an agreement is in place with a customer revenue earned from collaborative agreementslicensing is comprisedrecognized at the time of negotiated payments for the operations of the test plots.payment.  Deferred revenue represents payments received which are related to future performance. For the three months ending March 31, 2019 and nine months ended September 30, 2017 and 2016,2018, the Company has recognized revenues under revenue models 32 and 4.

3.

With regard to revenue recognition in connection with agreements that include multiple deliverables,performance obligations, management reviews the relevant terms of the agreements and determines whether such deliverables should be accounted for asthe Company has satisfied a single unit of accountingperformance obligation in accordance with FASB ASC 605-25, Multiple-Element Arrangements.Topic 606.  The revenue is recognized when or as the Company satisfies a performance obligation by transferring a promised good or service to a customer.  The amount of revenue recognized is the amount allocated to the satisfied performance obligation.  If it is determined that payments have been received prior to satisfying the items do not have stand-alone value, then such deliverables are accounted for as a single unit of accounting and any payments received pursuant to such agreement, including any upfront or development milestone payments and any payments received for support services,performance obligation, the revenue will be deferred and included in deferred revenue within our balance sheet until such time as management can estimate when all of such deliverables will be delivered, if ever.that the performance obligation is satisfied at a point in time or over time. Management reviews and reevaluates such conclusions as each item in the arrangement is delivered and circumstances of the development arrangement change.

The Company accounts for equity instruments issued to consultants and vendors in exchange for goods and services in accordance with the provisions of FASB ASC Topic 505-50, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods or Services” and “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other than Employees”. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with FASB ASC Topic 505-50, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor's balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expenses in its balance sheet.

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There is no assurance that actual results will not differ from these estimates.

Results of Consolidated Operations

Three Months Ended September 30, 2017March 31, 2019 Compared to September 30, 2016March 31, 2018

Revenues

Revenues were $33,000$75,000 and $36,000$15,000 for the three months ended September 30, 2017March 31, 2019 and 2016,2018, respectively, a decreasean increase of $3,000.$60,000. The revenues relate to Viaspace collaborative agreements for the joint operation of test plots to establish whether Giant King Grass grows well in the applicable customer’s countries and optimal agronomic practices are developed, anddeveloped.  The revenues 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.relate to Elite product sales.

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Cost of Revenues

Costs of revenues were $2,000$38,000 and $0$7,000 for the three months ended September 30, 2017March 31, 2019 and 2016,2018, respectively, an increase of $2,000.$31,000. The costs incurred by the CompanyViaspace to support the collaborative agreements and the consulting and engineering work include travel costs and external consulting costs. The Company will sendViaspace sends personnel or consultants to oversee the initial plantings of Giant King Grass at the customer’s locations.  Elite Cost of Revenues includes product, bottles, shipping and additional costs for development of the products.

Gross Profit

The resulting effect on these changes in revenues and cost of revenues for the three months ended September 30, 2017March 31, 2019 compared to the same period in 20162018 was a decreasean increase in gross profit from a gross profit $36,000$8,000 for the three months ended September 30, 2016March 31, 2018 to a gross profit of $31,000$37,000 for the three months ended September 30, 2017, a decreaseMarch 31, 2019, an increase of $5,000.$29,000.

Operations Expenses

Operations expenses were $8,000$6,000 and $9,000$16,000 for the three months ended September 30, 2017March 31, 2019 and September 30, 2016,March 31, 2018, a decrease of $1,000. Labor and consulting costs were $1,000 in 2017, unchanged from $1,000 in 2017. Water and rent$10,000. Consulting costs were lower by $3,000 during 2017 as compared with 2016in 2019 due to less water usage.lower costs related to our test plots in Hawaii and Florida. Operations expenses consist of plantation expenses related to the Company’s test plot in CaliforniaHawaii and HawaiiFlorida and costs associated with agronomy support and travel for potential customers.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $267,000$128,000 and $226,000$32,000 for the three months ended September 30, 2017March 31, 2019 and 2016,2018, respectively, an increase of $41,000.$96,000. Stock option compensation expense increased $56,000$54,000 in 20172019 as compared with 20162018 due to increasednew stock option grantsoptions granted in 2017. Payroll and benefit costs were lower by $38,000 in 2017 compared with the same period of 2016. Stock compensation to non-officers was lower by $36,000 in 2017 versus 2016 due to no compensation expense in 2017 related to officer family members purchasing common stock of the Company at a discount to market.2018. Consulting fees, increased $2,000 in 2017. Insurance costs increased $10,000 in 2017 compared to 2016 due to cancelling the Directors’ and Officers’ insurance, policy.  Accountingaccounting and legal fees, were the sameand other administrative expenses increased by a combined $36,000 in 20172019 as compared with 2016. Bad debt of $45,000 was recorded against billing which had occurred in early spring. Ongoing negotiation caused adjustments in the final agreement which was completed in July. Both parties agreed that the billing done earlier in the year would not be paid.2018.

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 2017.2019. For the three months ended September 30, 2017,March 31, 2019, the Company had a loss from operations of $244,000$97,000 compared with a loss from operations of $285,000$40,000 for the three months ended September 30, 2016,March 31, 2018, a decrease of $41,000.$57,000.

Interest Expense

Interest expense was $48,000$3,000 and $82,000$28,000 for the three months ended September 30, 2017March 31, 2019 and 2016,2018, respectively, a decrease of $34,000.$25,000. This is due to a decrease in the amount of the discount recognized in 20172019 as compared to 2016,2018, related to decreased officer convertible loans made to the Company in 2017.2019.

Other Expenses

The Company recorded other expense of $2,000$1,577,000 for the three months ended September 30, 2017 and $4,000 for the same period in 2016, a decrease of $2,000. The decreaseMarch 31, 2019.  This is related to a decreasethe fair value adjustment of the share price on the day of the Elite Therapeutics acquisition.  The Company did not estimate additional fair value above the aggregate consideration of $500,000 resulting in this charge for the difference.  The Company also recorded $4,000 as the fair value of the Company’s minority interest in AEG.

Nine Months Ended September 30, 2017 Compared to September 30, 2016

Revenues

Revenues were $101,000 and $92,000 for the nine months ended September 30, 2017 and 2016, respectively, an increase of $9,000.Viaspace California.  The revenues relate to collaborative agreements for the joint operation of test plots to establish whether Giant King Grass grows wellother expense resulted in the applicable 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.

Cost of Revenues

Costs of revenues were $16,000 and $18,000 for the nine months ended September 30, 2017 and 2016, respectively, a decrease of $2,000. The costs incurred by the Company to support the collaborative agreements and the consulting and engineering work include travel costs and external consulting costs. The Company will send personnel or consultants to oversee the initial plantings of Giant King Grass at the customer’s locations.

Gross Profit

The resulting effect on these changes in revenues and cost of revenues$1,574,000 for the nine months ended September 30, 2017 compared to the same period in 2016 was an increase in gross profit from a gross profit $74,000 for the nine months ended September 30, 2016 to a gross profit of $85,000 for the nine months ended September 30, 2017, an increase of $11,000.period.

Operations Expenses

Operations expenses were $29,000 and $27,000 for the nine months ended September 30, 2017 and September 30, 2016, an increase of $2,000. Labor and consulting costs increased by $7,000 in 2017. Water and rent costs were lower by $4,000 during 2017 as compared with 2016 due to lower water usage. Other operations expenses were lower by $4,000 in 2017 as compared to the same period in 2016. Operations expenses consist of plantation expenses related to the Company’s test plot in California and Hawaii and costs associated with agronomy support and travel for potential customers.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $703,000 and $817,000 for the nine months ended September 30, 2017 and 2016, respectively, a decrease of $114,000. Stock option compensation expense increased $120,000 in 2017 as compared with 2016 due to increased stock option grants in 2017. Payroll and benefit costs were lower by $71,000 in 2017 compared with the same period of 2016. Stock compensation to non-officers was lower by $91,000 in 2017 versus 2016 due to no compensation expense in 2017 related to officer family members purchasing common stock of the Company at a discount to market. Consulting fees were lower by $65,000 due to lower outside service consultant’s costs. Insurance costs decreased $40,000 in 2017 compared to 2016 due to reduced directors’ and officers’ insurance costs. Accounting fees were lower by $11,000 in 2017 as compared with 2016. A $45,000 charge to bad debt was recorded in 2017 compared to $0 for 2016. Other costs increased $4,000 in 2017 as compared to 2016.

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 2017. For the nine months ended September 30, 2017, the Company had a loss from operations of $646,000 compared with a loss from operations of $770,000 for the nine months ended September 30, 2016, a decrease of $124,000.

Interest Expense

Interest expense was $141,000 and $243,000 for the nine months ended September 30, 2017 and 2016, respectively, a decrease of $102,000. This is due to a decrease in the amount of the discount recognized in 2017 as compared to 2016, related to decreased officer convertible loans made to the Company in 2017.

Other Expenses

The Company recorded other expense of $8,000 for the nine months ended September 30, 2017 and $22,000 for the same period in 2016, a decrease of $14,000. The decrease is related to a decrease in the fair value of the Company’s minority interest in AEG.

Other Income

The Company recorded other income of $16,000 for the nine months ended September 30, 2016 and $0 for the same period in 2017. The Company reversed royalty expense no longer owed to VGE at September 30, 2016, that was accrued on the Company’s Balance Sheet at December 31, 2015, as a result of a new Global Supply, License, and Commercialization Agreement the Company entered into with VGE and Guangzhou Inter-Pacific Arts Corp. effective March 28, 2016 which eliminated any past claims either party had with each other.

Liquidity and Capital Resources

The Company’s net loss for the ninethree months ended September 30, 2017March 31, 2019 was $796,000.$1,677,000. Non-cash expenses totaled $516,000totalled $1,866,000 for the ninethree months ended September 30, 2017 primarilyMarch 31, 2019 due to stock options expense, stock compensation expense, amortization of debt discount, and loss on minority interest.the fair valuation adjustment due to the Elite acquisition. Changes in operating assets and liabilities provided $127,000 ofincreased cash by $61,000 in 2017.2019. Net cash used by operating activities for operations was $152,000$22,000 for the ninethree months ended September 30, 2017.March 31, 2019.

The Company has incurred significant losses from operations, resulting in an accumulated deficit of $54,243,000$56,768,000 at September 30, 2017.March 31, 2019. The Company expects such losses to continue. However, on November 30, 2016, the Company entered ininto a Loan Agreement with its former CEO Haris Basit whereby he agreed to fund

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the Company $100,000 over a two-year period. In addition, on February 23, 2017, the Company entered ininto a Loan Agreement with Director and acting CEO Kevin Schewe whereby he agreed to fund the Company $100,000 over a two-year period.  On May 24, 2018, the Company entered into a new Loan Agreement with Director and acting CEO Kevin Schewe whereby he agreed to fund the Company $100,000 over a two-year period. In addition, on July 25, 2017, the Company entered ininto a Loan Agreement with CTO Carl Kukkonen whereby he agreed to fund the Company $25,000 over a two-year period. The Company received $80,000$2,000 from Dr. Schewe related to these Loan Agreements during the ninethree months ended September 30, 2017. The Company received $47,500 from Mr. Basit related to these Loan Agreements during the nine months ended September 30, 2017. The Company also received $11,500 from Dr. Kukkonen related to these Loan Agreements during the nine months ended September 30, 2017. During the nine months ended September 30, 2017, the Company received capital of $5,000 through the sales of unregistered shares of common stock to a non-related party.

March 31, 2019.  

As of filing date of this Form 10-Q,March 31, 2019, the Company had $58,000 remaining availability under Dr. Schewe’s note of $20,000, remaining availability under Mr. Basit’s note of $27,500 and $13,500 remaining availability under Dr. Kukkonen’s note of $13,500.note. The Company expects contracts related to Giant King Grass, loans from Dr. Schewe Mr. Basit and Dr. Kukkonen, and occasional direct purchases of stock from investors to fund the operations of the Company for the foreseeable future. However, no assurance can be given that Dr. Schewe, Mr. Basit or Dr. Kukkonen will continue to fund the Company or that sales contracts will be obtained in the future, or if they are obtained, that they will be profitable. Accordingly, there continues to be substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any other adjustments that might result from the outcome of these uncertainties. Additionally, based upon our current policy of investing any available cash back into our operations, we do not plan to distribute any cash to our shareholders in the foreseeable future.

Contractual Obligations

There are no long-term contractual obligations other than employment agreements as detailed below.obligations.

Employment Agreements

Effective July 10, 2015, the Company entered into a two-year employment agreement with Haris Basit, former CEO and current Vice-Chairman of the Board of Directors of the Company. Mr. Basit will receive $120,000 per annum and be entitled to a bonus as determined by the Company’s Board of Directors and reimbursement for out-of-pocket expenses in the course of his employment. Additionally, Mr. Basit is to receive 20 business days paid leave per year. On July 10, 2015, the Company agreed to issue Mr. Basit 25,000,000 stock options at fair market value based on the closing price of the Company’s common stock as traded on the OTC Market as of July 10, 2015. These stock options are vested immediately but otherwise shall be subject to the terms of the 2015 option plan. Additionally, the Company agreed to issue Mr. Basit 18,750,000 stock options to be issued every three months (quarterly) over the term of his employment agreement which runs from July 10, 2015 through July 9, 2017, with the first issuance on October 10, 2015, at fair market value based on the closing price of the Company’s common stock as traded on the OTC Market on the date of each grant. Stock options shall vest immediately upon each issuance and shall be otherwise subject to the terms of the 2015 option plan. In the case of a change of control of the Company, the issuance schedule shall be accelerated by one year. Stock options shall have an exercise term of ten years from date of issuance, not to exceed the expiration date of the 2015 option plan. The Employment Agreement was terminated upon Mr. Basit’s resignation.

Effective October 1, 2016, the Company entered into one-year employment agreementsagreement with Carl Kukkonen and Stephen Muzi. Dr. Kukkonen serves as Chief Technology Officer of the Company and Mr. Muzi serves as Chief Financial Officer, Treasurer and Secretary. Dr. Kukkonen will receivereceived a salary of $84,000 per annum and Mr. Muzi would receive $64,000 per annum.  Each of them wouldHe was also be entitled to customary insurance and health benefits, and reimbursement for out-of-pocket expenses in the course of his employment. Dr. Kukkonen is to receive 20 business days paid leave per year and Mr. Muzi is to receive 10 business days paid leave. Additionally, Dr. Kukkonen willwould be awarded a bonus of 10% of the gross revenue generated by the Company up to a maximum of $100,000.  Mr. MuziDr. Kukkonen resigned as CFO, TreasurerCTO and SecretaryDirector from the Board of Directors effective as of September 30, 2017 and his employment agreement was terminated as of such date.October 9, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information is not required of smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

We maintain a system of disclosure controls and procedures that are designed for the purpose of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosures.

For the period ended September 30, 2017,March 31, 2019, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. In the course of this evaluation, our management considered the material weakness in our internal control over financial reporting as discussed in our Annual Report on Form 10-K for the period ended December 31, 2016.2018. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. To overcome this weakness, our principal executive and financial officers have reviewed and provided additional substantive accounting information and data in connection with the preparation of this quarterly report. Therefore, despite the weaknesses identified, our principal executive and financial officers believe that there are no material inaccuracies or omissions of material facts necessary to make the statements included in this report not misleading in light of the circumstances under which they are made.

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Changes in Internal Control over Financial Reporting

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financing reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2017March 31, 2019 that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHEROTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company does not have any material legal proceedings as of September 30, 2017.March 31, 2019.

ITEM 1A. RISK FACTORS

Risk Factors Which May Affect Future Results

The Company cautions that the following important factors, among others, in some cases have affected and in the future could affect the Company’s actual results and could cause such results to differ materially from those expressed in forward-looking statements made by or on behalf of the Company.

There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2018, other than as set forth below:

Risks Related to our Grass Business

If we fail to comply with our obligations in our intellectual property licenses, we could lose license rights that are important to our business.

Executed on April 4, 2016 and effective as of March 28, 2016, the Company, VGE and IPA China, entered into the Global Supply, License, and Commercialization Agreement (the “New Agreement”).

Under the New Agreement, VGE and the Company terminated the VGE-VIASPACE Agreement and IPA directly granted the Company 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 China also granted the right to use and market the name “Giant King Grass” and other related names.

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

If the Company does not make its required royalty payments, it could lose its license.

If welosekeypersonnel or are unable to hire additional qualified personnel, it could impact our ability to grow our business.

We believe our future success will depend in large part upon our ability to attract and retain highly skilled technical, managerial, sales and marketing, finance and operations personnel. We face intense competition for all such personnel, and we may not be able to attract and retain these individuals. Our failure to do so could delay product development, affect the quality of our products and services, and/or prevent us from sustaining or growing our business. In addition, employeeskey personnel may leave our company and subsequently compete against us.

Effective July 31, 2017, Mr. Haris Basit resigned as our Chief Executive Officer to work for a technology company in an industry unrelated to the Company's industry. Dr. Kevin Schewe, the Company's largest shareholder and current Chairman of the Board, became our acting Chief Executive Officer. Effective September 30, 2017, Mr. Stephen Muzi resigned as our Chief Financial Officer and was replaced by Dr. Schewe. Effective October 9, 2018, Dr. Carl Kukkonen resigned as our Chief Technology Officer, and from the Board of Directors.  Dr. Kukkonen’s, Mr. Basit's and Mr. Muzi’s recent departuredepartures may impact the Company's ability to grow our business.

Key personnel include Dr. Schewe and Dr. Carl Kukkonen, our Chief Technology Officer.Schewe. The loss of key personnel, especially if without advanced notice, could harm our ability to maintain and build our business operations. Furthermore, we have no key man life insurance for any of our key employees.

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Risks Related To An Investment In Our Stock

We have incurred losses and anticipate continued losses for the foreseeable future.

Our net loss for the ninethree months ended September 30, 2017March 31, 2019 and the year ended December 31, 20162018 was $796,000$1,677,000 and $1,019,000,$71,000, respectively. We have not yet achieved profitability and expect to continue to incur net losses until we recognize increased higher revenues from GKG related sales. Because we do not have an operating history upon which an evaluation of our prospects can be based, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies seeking to develop new and rapidly evolving technologies. To address these risks, we must, among other things, respond to competitive factors, continue to attract, retain and motivate qualified personnel and continue to develop our technologies. We may not be successful in addressing these risks. We can give no assurance that we will achieve or sustain profitability.

Any future sale of a substantial number of shares of our common stock could depress the trading price of our common stock, lower our value and make it more difficult for us to raise capital.

Any sale of a substantial number of shares of our common stock (or the prospect of sales) may depress the price of our common stock. In particular, we will need to raise additional capital to maintain any ongoing business. We anticipate that the issuance of newly-issued shares to maintain our business will likely be very dilutive. In addition, these sales could lower our value and make it more difficult for us to raise capital. Further, the timing of the sale of the shares of our common stock may occur at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us.

The Company has 3,900,000,0008,000,000,000 authorized shares of common stock, of which 3,400,594,4474,732,073,007 were accounted for by our transfer agent as issued and outstanding as of September 30, 2017.March 31, 2019. Of these issued and outstanding shares, 1,946,159,7023,273,482,973 shares (57.2%(69.2%) are currently held by our executive officers, directors, and principal shareholders including related parties (including Mr. Haris Basit, former CEO and Director; Dr. Carl Kukkonen, CTO and Director; Mr. Stephen J. Muzi, former CFO; Ms. Angelina Galiteva, Director; Dr. Kevin L. Schewe, acting CEO, CFO and Director; Mr. Sung Hsien Chang, former director of the Company; Inter Pacific Arts Corporation, a former subsidiary of the Company; and Almaden Energy Group, a related party).  Of the shares issued and outstanding at September 30, 2017, 2,113,300,338March 31, 2019, 3,424,629,322 are accounted by our transfer agent as restricted under Rule 144.  These shares could be released in the future if requested by the holder of the shares, subject to volume and manner of sale restrictions under Rule 144.  1,287,294,1091,307,443,685 shares of the Company’s common stock are accounted for by our transfer agent as free trading at September 30, 2017.March 31, 2019. 100,000,000 common shares are accounted for by our transfer agent as issued and outstanding, however, for accounting purposes the Company accounts for these as unissued since they are forfeitable. Outstanding common shares excluding these forfeitable shares are 3,300,594,4474,632,073,007 at September 30, 2017.

March 31, 2019.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares currently held by management and principal shareholders), or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

Our executive officers, directors (including current and former) and principal shareholders own 57.2%57.9% of our common stock and one director holds a share of Series A Preferred Stock entitling it to votes of 50.1% on outstanding voting matters, which allows him to control substantially all matters requiring shareholder approval, and their interests may not align with the interests of our other shareholders.

Our executive officers, directors (including current and former) and principal shareholders hold 57.2%57.9% of our outstanding shares as of September 30, 2017.March 31, 2019. In addition, on May 14, 2010, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series A Preferred Stock. The Certificate was approved by the Board and did not require shareholder vote. The Certificate created a new class of preferred stock known as Series A Preferred Stock. There is one share designated as Series A Preferred Stock. One share of Series A Preferred Stock is entitled to 50.1% of the outstanding votes on all shareholder voting matters. Series A Preferred Stock has no dividend rights and no rights upon a liquidation event and is subject to cancellation when certain conditions are met.

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On May 14, 2010, the Company issued one share of Series A Preferred Stock to Mr. Chang related to the acquisition of IPA by VIASPACE and VGE. This empowers Chang with supermajority voting rights even after he holds less than a majority of outstanding voting securities. Under the term sheet relating to the VGE Recapitalization, Chang gave a proxy to Director Dr. Schewe during the term of any GKG sublicense from VGE. Dr. Schewe may be willing to provide additional financing to the Company. In the event he provides such financing, his ownership in the Company will further increase.

Effective as of September 30, 2012, and pursuant to an Agreement to Grant Voting Rights and Transfer Preferred Share executed by Chang and Director Kevin Schewe, Chang granted Schewe an irrevocable proxy that permitted Schewe to vote the Preferred Share. This proxy lasts so long as the License remained exclusive to the Company. Upon the earlier of (i) the expiration of five years or (ii) the date when the Company reached a market capitalization of at least $50 million,On March 31, 2018 the proxy would bewas cancelled as the Preferredpreferred Share would bewas transferred from Chang to Schewe. 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 25, 2017,January 3, 2019, the Company issued 41,218,638 unregistered shares of common stock to Carl Kukkonen, CTO of the Company. The shares were issued related to the conversion by Dr. Kukkonen of one convertible note as discussed in detail in Note 5. The Company 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 July 25, 2017, the Company issued 17,921,147 unregistered shares of common stock to Haris Basit, former CEO and current Director of the Company. The shares were issued related to the conversion by Mr. Basit of one convertible note as discussed in detail in Note 5. The Company 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 July 25, 2017, the Company issued 35,842,29426,143,791 unregistered shares of common stock to Kevin Schewe, CEO and DirectorChairman of the Company. The shares that were issued related to the conversion by Dr. Schewe of one convertible note as discussed in detail in Note 5. The Company 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 August 15, 2017, the Company issued 21,428,571 unregistered shares of common stock to Haris Basit, former CEO and current Director of the Company. The shares were issued related to the conversion by Mr. Basit of one convertible note as discussed in detail in Note 5. The Company 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 August 15, 2017, the Company issued 53,571,429 unregistered shares of common stock to Kevin Schewe, CEO and Director of the Company of the Company. The shares were issued related to the conversion by Dr. Schewe of one convertible note as discussed in detail in Note 5. The Company 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 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

(a) Exhibits

* Filed herewith.

[SIGNATURES PAGE FOLLOWS]

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SIGNATURESSIGNATURES

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