GNCC Capital Inc (GNCP)

[tommyedwards]

GNCP...Comments from Ron (reposted without red font.)

Sir,

The Preferred Stock is NOT eligible to be converted for ONE YEAR from Issuance.

OBVIOUSLY no Preferred Stockholder is going to (or has) converted much stock as it would flood the market, increase the “float” and be highly prejudicial to their personal financial returns!

SERIES B:-

Each share of Series B Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after 1 (One) one year after the date such share was issued (subject to the limitations set forth in Section 6.c below), and without the payment of additional consideration by the holder thereof, into such number of fully-paid and non-assessable shares of Common Stock as is determined by dividing the Stated Value per share, by the Series B Preferred Convertible Stock, Conversion Price in effect at the time of conversion.

The “Series B Conversion Price” shall be Fifty Percent (50%) of the average trading price for the 5 (Five) consecutive trading days next preceding the date of the notice of conversion as reported on OTCMarkets.com or such other United States trading market or stock exchange as shall then be the primary market (by volume) for the Corporation’s shares of common stock; provided, however, that the Series B Conversion Price, and the rate at which shares of Series B Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in Section 7 below. Shares of Series B Convertible Preferred Stock converted into shares of Common Stock in accordance with the terms hereof shall be canceled and shall not be reissued.

SERIES X:-

Each share of Series X Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after 1 (One) one year after the date such share was issued and without the payment of additional consideration by the holder thereof, into such number of fully-paid and non-assessable shares of Common Stock as is determined by dividing the Stated Value per share, by the Series X Preferred Convertible Stock, Conversion Price in effect at the time of conversion.

The “Series X Conversion Price” shall be 85% (Eighty five percent) of the average trading price for the 5 (Five) consecutive trading days next preceding the date of the notice of conversion as reported on OTCMarkets.com or such other United States trading market or stock exchange as shall then be the primary market (by volume) for the Corporation’s shares of common stock; provided, however, that the Series X Conversion Price, and the rate at which shares of Series X Convertible Preferred Stock may be converted into shares of Common Stock. Shares of Series X Convertible Preferred Stock converted into shares of Common Stock in accordance with the terms hereof shall be canceled and shall not be reissued.

I hope this clarifies this for you. Please do not hesitate to contact me should you require further information.