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Re: dude iligence post# 823

Tuesday, 12/09/2014 12:10:48 PM

Tuesday, December 09, 2014 12:10:48 PM

Post# of 957
Anyone who believes your ramblings about float has not done their dd. From my post # on the MCIG board...

MCIG's pps fell along with the whole sector. Nobody could have predicted that the whole sector, without exception, would fall as much as it did 9 months ago. I don't "play" the stock. I'm a long term investor and look at the big picture, not the daily/monthly fluctuations. People should buy and sell according to their risk tolerance. Right now, I would buy at these prices if I had more ammo. What will drive the pps ultimately is earnings and revenue. Our last financial numbers were from July 31. As mentioned in previous posts, a lot has happened since then to improve the numbers for the next financial statement (thru Oct 31) which is due any day now. Even more has happened to drive the numbers up further for the following financial (thru Jan 1, 2015) due in mid-March.

As for the float:


You can keep believing and spewing that the OS is 250mil. We already know that. What your ignoring is that sneaky Paul intentionally did an 10 for 1 fwd split to get 250mil shares. Of which he stuck 125 mil of them in a box to retire so he could issue 125 mil new shares. This way he keeps the OS at 250mil while the tradable float increases from 125 mil to 250mil. He will do the same with Vcig shares. It is dilution, not by definition but anyone that argues otherwise is a fool.




You've been making this crazy, unsubstantiated claim for months. Where is your evidence for this? It is patently false and made up out of thin air. Look at the financials. From the last 10-K...


As of February 28, ownership was vested in the following entities...

Linkhorst: 525,000
Khary Bryan 75,000
Paul: 16,786,424
MCIG: 230,000,000

Total: 247,386,424




The 230 million shares are unissued and allocated to eventually convert Paul's 23 million preferred shares. Those preferred shares are restricted and can not be converted until April and Paul has shown no indication that he would ever convert them. They constitute his control of the company. If you add the 2,500,000 shares given to the Vapolution execs for aquisition of their company, you have a total of 19,886,424 issued shares controlled by management out of 270,135,000 OS. MCIG can not issue new shares without disclosing it in the public record (i.e. an SEC filing). From the last 10-Q...



5. STOCKHOLDERS’ EQUITY

Common Stock
The authorized capital of the Company is 560,000,000 common shares with a par value of $0.0001 per share.

On September 17, 2013, the Company issued 60,000 restricted shares of common stock at $0.21 per share for professional services rendered in order to promote the Company via social media. These shares were valued at $12,600 based on the price on the date of grant.

On October 18, 2013, the Company issued 30,000 restricted shares of common stock at $0.11 per share for professional services rendered in order to promote the Company via social media. These shares were valued at $3,300 based on the price on the date of grant.

On November 15, 2013, the Company issued 45,000 restricted shares of common stock at $0.07 per share for professional services rendered in order to promote the Company via social media. These shares were valued at $3,150 based on the price on the date of the grant.


On November 26, 2013, the Company issued 500,000 shares of common stock at $0.083 per share for services of Chief Operating Officer by transferring these shares of common stock held by Paul Rosenberg. These shares were valued at $41,500, based on the price on the date of the grant and considered a capital contribution.

On January 23, 2014, the Company completed the investment acquisition of Vapolution, Inc. by acquiring all of its' issued and outstanding shares in exchange for 5,000,000 shares of mCig's common stock at a market value of $0.25 per share on the date of the acquisition, where Vapolution became a controlled subsidiary.

On January 23, 2014, Paul Rosenberg, CEO of mCig, Inc. has cancelled an equal amount (2,500,000 shares) of common shares owned by him resulting in a net non-dilutive transaction to existing mCig, Inc. shareholders. The remaining 2,500,000 of common shares owned by Paul Rosenberg will be cancelled on the one year anniversary of the agreement on January 23, 2015, to offset the 2,500,000 new shares issued from the treasury to complete the purchase of mCig, Inc.

Since only half of the agreed upon shares had been paid out by mCig, Inc. to the previous owners of Vapolution, Inc. as of April 30, 2014 as part of the agreed upon purchase price, only half of the purchase price ($625,000) was reported on the Company’s balance sheet as Investment in Vapolution, Inc. at the year-end date. The remaining purchase price of 2,500,000 shares will be recognized in the amount of $625,000 on the Company’s balance sheet on the commencement date of January 23, 2015. At that time, mCig intends to satisfy all requirements necessary to consolidate Vapolution’s audited year-end results as part of its financials.

On April 14, 2014, the Company issued 750,000 shares of common stock at $0.4 per share in accordance with a Security Purchase Agreement between mCig, Inc. and an institutional investor as part of the company's deployment of a national market strategy dated as of April 14, 2014, by transferring these shares of common stock held by Paul Rosenberg. These shares were valued at $300,000 based on the price at $0.4 per share. It was considered as capital contribution.
As of April 30, 2014, Mr. Paul Rosenberg cancelled 741,224 shares of common stock from his personnel holdings in the Company and were issued to various employees and consultants for services rendered and 135,000 shares of common stock were issued by the Company for services rendered. The total amount of these shares, included as part of the Company’s equity roll-forward equaled $195,723.

On April 30, 2014, Mr. Paul Rosenberg, President and CEO, agreed to forgive debts (the sum of $15,000) owed to him by the Company and recorded as Additional Paid-in Capital.
As of July 31, 2014, Mr. Paul Rosenberg cancelled 5,040,658 shares of common stock from his personnel holdings in the Company and issued on behalf of the Company for services rendered by employees and consultants. The total amount of these shares, included as part of the Company’s equity roll-forward equaled $2,680,474.

Stock split
Effective July 31, 2013, a one (1) old for ten (10) new forward stock split of the Company’s common stock took place. As a result, authorized capital increased from 200,000,000 to 1,000,000,000 shares of common stock and issued and outstanding increased from 50,000,000 shares of common stock to 500,000,000 shares of common stock, all with a par value of $0.0001.

On December 12, 2013, the Company amended its Certificate of Incorporation to decrease the number of authorized shares of Common stock, $0.0001 par value per share, from 1,000,000,000 shares to 560,000,000 shares.


Preferred Stock

On September 23, 2013, the Company entered into a Share Cancellation / Exchange / Return to Treasury Agreement with Paul Rosenberg, the President and CEO of mCig, Inc., for the cancellation of 230,000,000 shares of common stock held by Mr. Rosenberg in exchange for 23,000,000 shares of the Company’s Series A Preferred stock. Under the terms of the agreement, the Preferred shares are convertible and can be exchanged for a stated number of shares of the Company's common stock, but not earlier than one year after the agreement is signed.

On April 10, 2014, the Share Cancellation / Exchange / Return to Treasury Agreement was amended. Under the terms of the amended agreement, all or any part of the Preferred shares held by shareholder can be converted at any time or from time to time, and can be exchanged for a stated number of the Company's common stock shares.

As of May 30, 2014, there were no set conversion terms for the Series A Preferred stock either in the certificate of designation of mCig Inc.’s Series A Preferred stock or in the agreement, as amended, under which Mr. Rosenberg received 23,000,000 shares of Series A Preferred stock.

The Board of Directors determines the stated number of the Company’s common stock shares into which the Series A Preferred shares can be converted into – both with respect to the 23,000,000 Series A Preferred shares already issued and with respect to the remaining 27,000,000 authorized but unissued shares of Series A Preferred stock.

The Series A Preferred shares of mCig, Inc. carry ten (10) votes per each share of Preferred stock, while mCig, Inc.’s common shares carry one (1) vote per each share outstanding.

On April 11, 2014, the Company filed a Certificate of Correction with the Secretary of State of the State of Nevada, solely to correct an error found in the Certificate of Designation, originally filed on September 11, 2013 (the “Prior Filing”). The original filing incorrectly stated that the shareholders had no preemptive rights to subscribe for, purchase or
receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.

On July 16, 2014, the Board of Directors approved the conversion rate of ten for one (ten shares of common stock for each share of Series A Preferred Stock). In addition, the Board of Directors reduced the number of shares of Series A Preferred Stock to the amount issued and outstanding (23,000,000) and executed a lock up agreement such that Mr. Rosenberg cannot convert the Series A Convertible Preferred Stock until after the year ended April 30, 2015.

Stock Payable
As of July 31, 2014, the Company entered into agreements with various consultants for services. As per the agreement the Company is liable to issue shares for the compensation agreed upon per the agreement. As at July 31, 2014 a total of $128,071 is classified as stock payable for shares liable to be issued under the agreement.




So it breaks down like this...

Date - Issued - From Paul - Reason

10/18/13 - 30,000 - - Prof Svcs
11/15/13 - 45,000 - - Prof Svcs
11/26/13 - 500,000 - -500,000 - COO (Mark)
01/23/14 - 2,500,000 - -2,500,000 - Vapolution
04/14/14 - 750,000 - -750,000 - Investor
04/30/14 - 741,224 - -741,224 - Emp & Consult
- 135,000 - - Services
Thru 7/31/14 - 5,040,658 - -5,040,658 - Ambassadors?
07/31/14 - $128,071 (reserved unissued) - Consultants

Totals - 9,741,882 issued - 9,531,882 cancelled by Paul


Consequently, fewer than 10 million shares were issued and 99% of that came from Paul's shares. At least 3 million of that total was issued to executives who are restricted from selling those shares for a year and need to report their sales beforehand to the SEC. Consequently fewer than 7 million shares could have possibly been added to the float this year. That's assuming that whoever received those shares even sold them or wanted to. With over a million shares traded on most days this would have quickly been absorbed by the market even if they were sold at once as soon as they were received, which is unlikely since it wouldn't make sense for anyone to sell a large number of shares at once since it would immediately drive down the pps and reduce their return on the last shares sold.

Les

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