VIASPACE (VSPC) 10-Q 20 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 16, 2015
Document And Entity Information
Entity Registrant Name	VIASPACE Inc.
Entity Central Index Key	1,270,200
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,867,296,543
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 19,000	$ 13,000
Prepaid expenses	409,000	250,000
TOTAL CURRENT ASSETS	428,000	263,000
OTHER ASSETS:
Investment in Almaden Energy Group	84,000	0
Other assets	1,000	1,000
TOTAL OTHER ASSETS	85,000	1,000
TOTAL ASSETS	513,000	264,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	69,000	58,000
Accrued expenses	116,000	65,000
Unearned revenue	91,000	65,000
Related party payables	640,000	640,000
TOTAL CURRENT LIABILITIES	916,000	828,000
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, one share of Series A preferred stock issued and outstanding in 2015 and 2014, respectively	0	0
Common stock, $0.001 par value, 3,900,000,000 shares authorized, 1,810,629,876 and 1,562,431,607 shares issued and outstanding in 2015 and 2014, respectively	1,811,000	1,562,000
Additional paid in capital	49,347,000	48,115,000
Accumulated deficit	(51,561,000)	(50,241,000)
Total stockholders' deficit	(403,000)	(564,000)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 513,000	$ 264,000

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock par value	$ .001	$ 0.001
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Common stock par value	$ .001	$ 0.001
Common stock shares authorized	3,900,000,000	1,800,000,000
Common stock, shares issued	1,810,629,876	1,562,431,607
Common stock, shares outstanding	1,810,629,876	1,562,431,607

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2015		Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
REVENUES	$ 49,000		$ 55,000	$ 72,000	$ 125,000
COST OF REVENUES	28,000		8,000	47,000	28,000
GROSS PROFIT	21,000		47,000	25,000	97,000
OPERATING EXPENSES
Operations	7,000		12,000	48,000	43,000
Selling, general and administrative	487,000		135,000	915,000	486,000
Total operating expenses	494,000		147,000	963,000	529,000
LOSS FROM OPERATIONS	(473,000)		(100,000)	(938,000)	(432,000)
OTHER INCOME (EXPENSE)
Interest expense	(325,000)		(21,000)	(465,000)	(46,000)
Other income	0		5,000	84,000	5,000
Total expense	(325,000)		(16,000)	(381,000)	(41,000)
LOSS BEFORE INCOME TAXES	(798,000)		(116,000)	(1,319,000)	(473,000)
Income taxes	0		0	0	0
NET LOSS	$ (798,000)		$ (116,000)	$ (1,319,000)	$ (473,000)
LOSS PER SHARE OF COMMON STOCK - Basic and diluted	$ 0	[1]	$ 0	$ 0	$ 0
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted	1,721,440,201		1,521,372,286	1,647,583,503	1,509,793,310
[1]	Less than $0.01 per common share

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,319,000)	$ (473,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option compensation	342,000	35,000
Stock issued for consulting expense	95,000	218,000
Amortization of debt discount	465,000	46,000
Gain on minority investment in Almaden Energy Group	(84,000)	0
Changes in:
Prepaid expenses	53,000	42,000
Accounts payable	10,000	23,000
Accrued expenses and other	18,000	0
Unearned revenue	26,000	36,000
Related party payables	0	(40,000)
Net cash used in operating activities	(394,000)	(113,000)
CASH FLOWS FROM INVESTING ACTIVITIES	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans from related party	310,000	183,000
Investment to purchase stock	150,000	0
Payments made on financed insurance	(60,000)	(55,000)
Net cash provided by financing activities	400,000	128,000
NET INCREASE IN CASH AND CASH EQUIVALENTS	6,000	15,000
CASH, Beginning of period	13,000	6,000
CASH, End of period	19,000	21,000
Cash paid during the period for:
Interest	0	0
Income taxes	0	0
Supplemental Disclosure on Non-Cash Activities
Common stock issued for future services	211,000	219,000
Beneficial conversion feature	465,000	46,000
Loans converted to equity	310,000	183,000
Annual directors and officers insurance premium	$ 0	$ 86,416

1. SUMMARY OF SIGNIFICANT ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Description of Business ® 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. Going Concern – Basis of Presentation – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may materially differ from management’s estimates and assumptions. Reclassifications of prior year’s data have been made to conform to 2015 classifications. Such classifications had no effect on net loss reported in the statements of operations. Recent Accounting Standards – In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. Subsequent Events –

2. PREPAID EXPENSES

2. PREPAID EXPENSES	9 Months Ended
	Sep. 30, 2015
Prepaid Expense and Other Assets, Current [Abstract]
PREPAID EXPENSES	The Company has entered into agreements with certain of its consultants and vendors whereby the Company issued registered shares of its common stock under an existing registration statement on Form S-8 as well as unregistered shares of common stock in exchange for services to be provided to the Company. The Company has engaged a third party provider to pay certain expenses of the Company on behalf of the Company. As compensation for the payment of these expenses on behalf of the Company, the Company pays the provider in shares of common stock equivalent to the expense paid plus a fee equal to 15% of the expense paid. In 2015, the Company issued 30,000,000 unregistered shares of the Company’s common stock with a value of $211,000 in advance of the payments made by the provider. As of September 30, 2015 and December 31, 2014, included in prepaid expenses for this third party provider is $300,000 and $182,000, respectively, for shares of stock issued to the provider in excess of amounts paid on the Company’s behalf. For the three months ended September 30, 2015 and 2014, the Company recorded $24,000 and $64,000, respectively, of stock related expenses. For the nine months ended September 30, 2015 and 2014, the Company recorded $95,000 and $218,000, respectively, of stock related expenses, net. Other prepaid expenses (non stock related) were $109,000 and $68,000 at September 30, 2015 and December 31, 2014, respectively.

3. INVESTMENT IN ALMADEN ENERGY

3. INVESTMENT IN ALMADEN ENERGY GROUP	9 Months Ended
	Sep. 30, 2015
Equity Method Investments and Joint Ventures [Abstract]
3. INVESTMENT IN ALMADEN ENERGY GROUP	The investment in Almaden Energy Group, LLC (“AEG”) represents an 18.75% interest in that company’s outstanding member units which became effective April 15, 2015. The Company accounts for this investment by the cost method because the member units of that company is unlisted and the criteria for using the equity method of accounting are not satisfied. Dividends are recognized in income when declared and totaled $0 for the three and nine months ended September 30, 2015. The carrying value of the investment is $84,000 as of September 30, 2015. See Note 8 for additional related party transactions with AEG.

4. STOCK OPTIONS, WARRANTS AND

4. STOCK OPTIONS, WARRANTS AND ISSUED STOCK	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK OPTIONS, WARRANTS AND ISSUED STOCK	The fair value of each stock option granted is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model has assumptions for risk free interest rates, dividends, stock volatility and expected life of an option grant. The risk free interest rate is based upon market yields for United States Treasury debt securities at a maturity near the term remaining on the option. Dividend rates are based on the Company’s dividend history. The stock volatility factor is based on the historical volatility of the Company’s stock price. The expected life of an option grant is based on management’s estimate as no options have been exercised in the Plan to date. The Company calculated a forfeiture rate for employees and directors based on historical information. A forfeiture rate of 0% is used for options granted to consultants. The fair value of each option grant to employees, directors and consultants is calculated by the Black-Scholes method and is recognized as compensation expense on a straight-line basis over the vesting period of each stock option award. During 2015, 147,173,000 stock options have been issued to directors, officers and consultants of the Company. On September 18, 2015, the Company cancelled 80,100,000 stock options previously issued to directors, officers and consultants. The following table summarizes activity for employees and directors in the Company’s Plan at September 30, 2015: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term In Years Aggregate Intrinsic Value Outstanding at December 31, 2014 97,408,000 $ 0.0120 Granted 147,173,000 0.0039 Exercised – – Cancelled and forfeited 80,100,000 0.0140 Outstanding at September 30, 2015 164,481,000 $ 0.0038 9.61 $ 18,000 Exercisable at September 30, 2015 106,930,000 $ 0.0036 9.41 $ 18,000 Stock options totaling 147,173,000 were granted during 2015. The Plan recorded $342,000 of compensation expense for employees and director stock options in 2015. At September 30, 2015, there was $179,000 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 two years. At September 30, 2015, the fair value of options vested for employees and directors was $364,000. There were no options exercised during 2015. During 2015, the Company issued 591,009 unregistered shares of common stock to a consultant for services provided to the Company. These share issuances were recorded at $2,880 which is the fair market value determined by the price of the Company’s common stock trading on the OTC Markets on the date of grant.

5. SHORT-TERM AND LONG-TERM DEB

5. SHORT-TERM AND LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
SHORT-TERM AND LONG-TERM DEBT	Loan Agreement with Dr. Kevin Schewe Effective September 30, 2012, the Company entered into a Loan Agreement with Director Kevin Schewe whereby Dr. Schewe agreed to loan up to $1 million to the Company over a five-year period based on requests from the Company. The loans would be evidenced by a Secured Convertible Note. Each individual loan will accrue interest at 6% per annum and are secured by all assets of the Company. Each note would mature on the second 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’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 a 50% discount. On August 31, 2015, the Board voted to change the discount that Dr. Schewe will receive on conversions of loans into common stock from a discount of 50% to a discount of 80%. In connection with the separation from VGE, Dr. Schewe was granted an irrevocable proxy that permits him to vote the Preferred Share, giving him the majority shareholder vote. As the controlling shareholder of the Company he has the ability to increase the number of authorized shares without additional shareholder approval. As such, if the outstanding balance on the loan was convertible into more shares than the Company has authorized, he has the ability to increase the authorized shares. As a result, the conversion feature is not deemed to be a derivative instrument subject to bifurcation. From January 1, 2015 through September 30, 2015, Dr. Schewe made loans of $310,000 to the Company. The Company recorded a discount on the loans of $465,000 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 2015, Dr. Schewe converted loans totaling $310,000 into 160,441,061 common shares of the Company. At the time of the conversions, the company recorded the discount as additional interest expense. As of September 30, 2015, the Company had remaining availability under the note of $83,000.

6. STOCKHOLDERS' EQUITY

6. STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
STOCKHOLDERS' EQUITY	During 2015, the Company issued 30,591,009 unregistered shares of common stock to employees, consultants and vendors for services provided or to be provided to the Company. These share issuances were recorded at $214,000 which is the fair market value determined by the price of the Company’s common stock trading on the OTC Markets on the date of grant. As of September 30, 2015, there were 1,810,629,876 shares of common stock outstanding. On April 14, 2015, the Company entered into separate Subscription Agreements with Mr. Haris Basit and Mr. 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 Company's common stock for the 20 trading days immediately preceeding the date of the investment. The Company received $50,000 from Mr. Basit and $50,000 from Mr. Cochinwala on April 14, 2015. Mr. Basit became CEO and director of the Company on July 10, 2015. Mr Basit is also the CEO of Almaden Energy Group (“AEG”), a customer of the Company as discussed in Note 8. Mr. Cochinwala is CFO of AEG. On July 31, 2015, the Company entered into a Subscription Agreement with a private investor 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 Company's common stock for the 20 trading days immediately preceeding the date of the investment. On August 20, 2015, the Company entered into a Subscription Agreement with a private investor 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 Company's common stock for the 20 trading days immediately preceeding the date of the investment. The Company issued 160,441,061 shares of common stock to Director 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.

7. NET LOSS PER SHARE

7. NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
NET LOSS PER SHARE	The Company computes 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 equaled 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, 2015 and 2014 that are not included in the loss per share calculation since their effect would be anti-dilutive for the periods indicated: September 30, 2015 September 30, 2014 Stock Options 164,481,000 73,408,000 The following table sets forth the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2015 and 2014, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Basic and diluted net loss per share: Numerator: Net loss attributable to common stock $ (798,000 ) $ (116,000 ) $ (1,319,000 ) $ (473,000 ) Denominator: Weighted average shares of common stock outstanding 1,721,440,201 1,521,372,286 1,647,583,503 1,509,793,310 Net loss per share of common stock, basic and diluted $ * $ * $ * $ * * Less than $0.01

8. RELATED PARTY TRANSACTIONS

8. RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Included in the Company’s balance sheets at September 30, 2015 and December 31, 2014 are Related Party Payables. The Company has a payable of $640,000, at September 30, 2015 and December 31, 2014 owed to Dr. Carl Kukkonen. On July 10, 2015, Dr. Kukkonen’s title changed from CEO to Chief Technology Office (“CTO”) after the Company hired Mr. Haris Basit to be the CEO of the Company. Of the amount owed to Dr. Kukkonen, there is a cash component totaling $136,000 and a common stock component totaling $504,000. Dr. Kukkonen deferred a portion of his 2009, 2010 and 2011 stock awards and is entitled to the following unregistered shares of Company common stock at December 31, 2014: 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 Company has a loan agreement with Director Dr. Kevin Schewe which is described in Note 5. On December 18, 2013, the Company entered into a Representation in Pakistan and Giant King Grass supply contract with Winergy Pakistan Private Limited (“Winergy”), a company incorporated and existing under the laws of Pakistan. Mr. Khurram Irshad, a director of the Company, is a director and shareholder of Winergy. Winergy was also appointed the exclusive representative of the Company in Pakistan. Winergy is developing bioenergy and animal feed projects in Pakistan and seeking a biomass source. The Company's Giant King Grass will be supplied to Winergy and a propagation nursery and test plot is to be established in Pakistan. Winergy will operate and pay the expenses for a Giant King Grass propagation nursery and test plot in Pakistan. Winergy paid a one-time fee of $5,000 to the Company upon the signing of the contract. The Company expects to receive additional license fees in the future from Winergy when they are able to secure relationships with customers who will use the Company's Giant King Grass in their particular application. No revenues were received from Winergy in 2015. On April 13, 2015, 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 exception of the State of Hawaii. AEG will provide funding to the Company in return for the Company providing seedlings and technical support and training to establish the initial 25 acres plantation in Imperial County, CA. Twenty-six acres were leased of which 20 acres were planted in August 2015. Additional acres will be planted in spring of 2016. As part of the supply contract, the Company was issued 25% equity ownership in AEG and one designated board seat provided that the Company maintains an equity ownership position greater than 5%. As part of the Company’s agreement with director Khurram Irshad, the Company is required to issue 25% of its equity ownership interest in AEG to Mr. Irshad. After this transfer is completed, the Company will own 18.75% of AEG. The Company expects this transfer to Mr. Irshad to be completed in the fourth quarter of 2015. At September 30, 2015, the Company recorded $84,375 as an Investment in AEG on its Balance Sheet representing the fair value estimate of the Company’s minority interest in AEG. We also recorded other income in the Company’s Statement of Operations for this same amount during the second quarter of 2015. As discussed in Note 6, on April 14, 2015, two principals of AEG invested $100,000 to purchase unregistered shares of the Company’s common stock. One of these investors, Mr. Haris Basit, became CEO and director of the Company on July 10, 2015 and is also the CEO of AEG. The other investor was Asad Cochinwala who is CFO of AEG. In total, 28,571,428 common shares of the Company are owned by the founding partners of AEG, Mr. Basit and Mr. Cochinwala.

9. COMMITMENTS AND CONTINGENCIE

9. COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Leases The Company currently has no long term office lease. The Company leases land in San Diego County, California where it grows Giant King Grass. Rent expense charged to operations for the three and nine months ended September 30, 2014 was $6,000 and $12,000, respectively. Rent expense charged to operations for three and nine months ended September 30, 2015 was $3,000 and $10,000, respectively. 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 and operations of the test plots. Deferred revenue represents customer payments received which are related to future performance. Generally for collaborative agreements establishing test plots, the Company recognizes 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. Once the planting is complete, the collaborative agreement payments are amortized over a period of six and one-half months which represents the growing season of Giant King Grass. During the three and nine months ended September 30, 2015, the Company received $41,000 and $99,000, respectively, in payments under these collaborative agreements. During the three and nine months ended September 30, 2014, the Company received $59,000 and $162,000, respectively, in payments under these collaborative agreements. The payments were deferred until the planting of the seedlings and then recorded as revenue through the date of the first harvest. The Company recognized revenue from these collaborative agreements of $49,000 and $55,000 for the three months ended September 30, 2015 and 2014, respectively. The Company recognized revenue from these collaborative agreements of $72,000 and $125,000 for the nine months ended September 30, 2015 and 2014, respectively. License Agreement Effective as of September 30, 2012, VIASPACE and VGE entered into a Supply, License and Commercialization Agreement (“License Agreement”) pursuant to which VGE granted to VIASPACE a nontransferable, royalty-bearing exclusive license to commercialize Giant King Grass anywhere within the world other than China and Taiwan. Additionally, the License Agreement allows VIASPACE to use the Giant King Grass intellectual property and VIASPACE Green Energy trade name in connection with its efforts to commercialize Giant King Grass. The Company assigned no value to the sublicense due to uncertainties of future revenues. VIASPACE agreed that it would not during the term of the License Agreement and a three-year period thereafter, (i) manufacture, commercialize or otherwise engage in any research or development of a grass or any other product or material having similar or otherwise competitive properties to Giant King Grass. VGE agreed to provide VIASPACE with Giant King Grass seedlings that will be filled at an agreed upon price as set forth in the License Agreement. VIASPACE agreed to pay VGE for and during the Term a royalty of eight percent (8%) on net sales made in its territory. The initial term of the License Agreement is for two years (“Initial Term”). As a condition to the right to renew after the first two-year term for an additional two year term, VIASPACE needed to achieve the milestones in the first two year period: • One or more fully-executed, third party sales contracts for the sale of Giant King Grass shall have been entered into during the Initial Term, pursuant to which VIASPACE is to be paid an aggregate amount of at least $200,000 within that 24 consecutive monthly period; and two or more, third party growing locations of at least 10 hectares in total shall have been obtained and planted during the Initial Term. The Company has entered into various collaborative agreements with entities for the joint operation of test plots to satisfy these milestones. These milestones were achieved by the Company as of September 30, 2014 and the license was renewed for another two years. As a condition to the right to renew the First Renewal Term (for years five and six) of the License Agreement, the Company is to achieve during the First Renewal Term the following milestones by September 30, 2016 as a condition to any such renewal: · A total of least three or more (including the above) fully-executed, third party sales contracts for the sale of Giant King Grass shall have been entered into during the First Renewal Term, pursuant to which the Registrant is to be paid the aggregate amount of $400,000, with not less than $100,000 of the Initial Sales Milestone having been paid during the First Renewal Term and with the remaining unpaid balance of the Initial Sales Milestone being paid within six months of the Second Renewal Term (e.g., in the fifth year) and the Second Sales Milestone being paid in full within that 24 consecutive monthly period following the signing of any such third contract; and · A total of at least three or more (including the two above) growing locations of at least 30 hectares in total shall have been obtained and planted during the Second Renewal Term, which shall be subject to the reasonable satisfaction of VGE. Employment Agreements Effective July 10, 2015, the Company entered into a two-year employment agreement with Haris Basit, CEO 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. Effective October 1, 2015, 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 $120,000 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. Dr. Kukkonen will also be purchasing $3,000 per month worth of Company unregistered common shares at a price equal to 20% of the average closing price of the Company's common stock for the 20 trading days immediately preceeding the purchase date. Litigation The Company is not party to any material legal proceedings at the present time.

10. SUBSEQUENT EVENTS

10. SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	On October 6, 2015, the Company entered into a Subscription Agreement with Mr. Mark Monahan 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 Company's common stock for the 20 trading days immediately preceding the date of the investment. On November 9, 2015, the Company entered into a Subscription Agreement with Dr. Carl Kukkonen, Chief Technology Officer of the Company, 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 Company's common stock for the 20 trading days immediately preceding the date of the investment. On November 9, 2015, Dr. Kevin Schewe, Director of the Company, advanced an additional $20,000 pursuant to the convertible loan agreement and immediately converted the $20,000 loan into 28,571,429 shares of Company common stock at a conversion price of $0.0007 per common share. The Company agreed to issue common shares on September 2, 2015, September 25, 2015 and November 9, 2015 to Director Kevin Schewe and CTO Carl Kukkonen at a price less than par value per share. The share issuances on September 2, 2015 and September 25, 2015 were issued at $0.0007 per common share and the share issuance on November 9, 2015 was issued at $0.0009 per common share. The Company has determined, and Dr. Schewe and Dr. Kukkonen have agreed that the minimum purchase price per share for these stock purchases should have been $0.001 per common share, which is the par value of common shares of the Company. In the fiscal fourth quarter, this will result in Dr. Schewe and Dr. Kukkonen returning 15,460,318 and 1,285,714 common shares, respectively, to the Company, which will be cancelled. The Company is considering reducing its par value per common share to $0.0001 in the fourth quarter of 2015. This will require a board and shareholder vote to put this change into effect.

1. SUMMARY OF SIGNIFICANT ACC16

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Description of Business	Description of Business ® 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.
Going Concern	Going Concern –
Basis of Presentation	Basis of Presentation – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may materially differ from management’s estimates and assumptions. Reclassifications of prior year’s data have been made to conform to 2014 classifications. Such classifications had no effect on net loss reported in the statements of operations.
Recent Accounting Standards	Recent Accounting Standards – In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.
Subsequent Events	Subsequent Events –

4. STOCK OPTIONS, WARRANTS AN17

4. STOCK OPTIONS, WARRANTS AND ISSUED STOCKS (Tables)	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Option activity	Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term In Years Aggregate Intrinsic Value Outstanding at December 31, 2014 97,408,000 $ 0.0120 Granted 147,173,000 0.0039 Exercised – – Cancelled and forfeited 80,100,000 0.0140 Outstanding at September 30, 2015 164,481,000 $ 0.0038 9.61 $ 18,000 Exercisable at September 30, 2015 106,930,000 $ 0.0036 9.41 $ 18,000

7. NET LOSS PER SHARE (Tables)

7. NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Common Stock Equivalents Not Included in Loss per Share	September 30, 2015 September 30, 2014 Stock Options 164,481,000 73,408,000
Computation of basic and diluted net loss per share	Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Basic and diluted net loss per share: Numerator: Net loss attributable to common stock $ (798,000 ) $ (116,000 ) $ (1,319,000 ) $ (473,000 ) Denominator: Weighted average shares of common stock outstanding 1,721,440,201 1,521,372,286 1,647,583,503 1,509,793,310 Net loss per share of common stock, basic and diluted $ * $ * $ * $ *

2. PREPAID EXPENSES (Details Na

2. PREPAID EXPENSES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Prepaid expenses	$ 409,000		$ 409,000		$ 250,000
Stock compensation expenses	24,000	$ 64,000	95,000	$ 218,000
Stock issued for payment of prepaid expenses, shares issued		30,000,000
Stock issued for payment of prepaid expenses, value		$ 211,000
Prepaid Expenses | Share value in excess of amounts paid
Prepaid expenses	300,000		300,000		182,000
Prepaid Expenses | Non-stock related expenses
Prepaid expenses	$ 109,000		$ 109,000		$ 68,000

3. INVESTMENT IN ALMADEN ENER20

3. INVESTMENT IN ALMADEN ENERGY GROUP (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Investment	$ 84,000	$ 84,000	$ 0
Almaden Energy Group
Equity investment percentage	18.75%	18.75%
Dividends from equity investment	$ 0	$ 0
Investment	$ 84,000	$ 84,000

4. STOCK OPTIONS, WARRANTS AN21

4. STOCK OPTIONS, WARRANTS AND ISSUED STOCK (Details-Option activity)	9 Months Ended
	Sep. 30, 2015USD ($)$ / sharesshares
Number of Shares
Outstanding, beginning balance	97,408,000
Granted	147,173,000
Exercised	0
Cancelled and forfeited	80,100,000
Outstanding, ending balance	164,481,000
Exercisable, ending balance	106,930,000
Weighted Average Exercise Price Per Share
Outstanding, beginning balance | $ / shares	$ .0120
Weighted average exercise price, granted | $ / shares	.0039
Weighted average exercise price, cancelled and forfeited | $ / shares	.0140
Outstanding, ending balance | $ / shares	.0038
Exercisable, ending balance | $ / shares	$ .0036
Weighted Average Remaining Contractual Terms in Years
Outstanding, ending balance	9 years 10 months 28 days
Exercisable, ending balance	9 years 4 months 28 days
Aggregate Intrinsic Value
Outstanding, ending balance | $	$ 18,000
Exercisable, ending balance | $	$ 18,000

4. STOCK OPTIONS, WARRANTS AN22

4. STOCK OPTIONS, WARRANTS AND ISSUED STOCK (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Unrecognized compensation costs related to non-vested shares	$ 179,000
Weighted average period of unrecognized compensation costs	2 years
Fair value of options vested	$ 364,000
Options exercised	0
Stock compensation expense	$ 342,000	$ 35,000
Stock issued for services, shares	30,591,009
Stock issued for services, value	$ 214,000
Consultant
Stock issued for services, shares	591,009
Stock issued for services, value	$ 2,880

5. SHORT-TERM AND LONG-TERM D23

5. SHORT-TERM AND LONG-TERM DEBT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Proceeds from note payable	$ 310,000	$ 183,000
Schewe
Proceeds from note payable	310,000
Discount on loans from shareholder	465,000
Loans converted into shares, loan amount converted	$ 310,000
Loans converted into shares, shares issued	160,441,061
Note payable related party	$ 83,000

6. STOCKHOLDERS' EQUITY (Detail

6. STOCKHOLDERS' EQUITY (Details Narrative)	9 Months Ended
	Sep. 30, 2015USD ($)shares
Stock issued for services, shares | shares	30,591,009
Stock issued for services, value	$ 214,000
Schewe
Loans converted into shares, shares issued | shares	160,441,061
Private Investor
Stock issued for cash, shares issued | shares	14,705,882
Stock issued for cash, value	$ 25,000
Private Investor
Stock issued for cash, shares issued | shares	13,888,889
Stock issued for cash, value	$ 25,000
Mr. Basit
Proceeds from subscription agreements	50,000
Mr. Cochinwala
Proceeds from subscription agreements	$ 50,000

7. NET LOSS PER SHARE (Details-

7. NET LOSS PER SHARE (Details-Equivalents) - shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Common stock equivalents excluded from EPS	164,481,000	73,408,000

7. NET LOSS PER SHARE (Detail26

7. NET LOSS PER SHARE (Details-EPS) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2015		Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Basic and diluted net income (loss) per share:
Numerator : Net loss attributable to common stock	$ (798,000)		$ (116,000)	$ (1,319,000)	$ (473,000)
Denominator
Weighted average shares of common stock outstanding	1,721,440,201		1,521,372,286	1,647,583,503	1,509,793,310
Net loss per share of common stock, basic and diluted	$ 0	[1]	$ 0	$ 0	$ 0
[1]	Less than $0.01 per common share

8. RELATED PARTY TRANSACTIONS (

8. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Related party payables	$ 640,000	$ 640,000
Investment from AEG	100,000
Carl Kukkonen
Related party payables	$ 640,000	$ 640,000

9. COMMITMENTS AND CONTINGENC28

9. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Rent Expense	$ 3,000	$ 6,000	$ 10,000	$ 12,000
Revenue received from collaborative agreements	41,000	59,000	99,000	162,000
Revenue recognized from collaborative agreements	$ 49,000	$ 55,000	$ 72,000	$ 125,000