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Sprycel

06/03/19 1:39 PM

#20725 RE: abe01 #20724

The answer to the question can be found in this very comprehensive summary. It is important to read it slowly and the answer is very obvious where the shares may be coming from:

Authorized is 500,000,000.

Issued is 35,272,483 common with 16,505,945 Restricted shares--Float 18,766,538 common shares.

Transfer Agent is open and will provide current share structure of GCAN upon contacting them. This allows for notification of any share structure due to any conversions of debt or Preferred shares.

On March 10, 2017 the initial divy shares of 26,905,969 common shares were issued as follows:

5,378,476 common to Sylios and since this distribution to Sylios, Sylios has given Wayne Anderson 4,000,000 of those shares in a filing dated January 9, 2019. These numbers coincide with the Form 3 filing Wayne Anderson made stating he owns just a little over 6 million shares of GCAN. (2,000,000 shares issued to him for CEO services of GCAN on 3/17/2017 and these 6,000,000 shares he got from Sylios on January 9, 2019) As determined by the Form 3 filing, these common shares are NON restricted and are included in the float numbers and are freely tradeable if Wayne Anderson wishes. Sylios, still owns a few shares but Wayne, although not proven, sold some of GCAN owned by Sylios to the tune of some 1.2 million shares. Again those shares are NON restricted and were/are fully tradeable and included in the float.

21,527,493 common shares went to shareholders of UNGS as their divy distribution as promised by Wayne Anderson. Apparently TD Ameriturd is holding about 5 million of these shares as ransom requesting ransom payments from TD Ameriturd clients. Almost all other brokers allowed these divy shares to be free trading without restrictions.

The issued shares since then are as follows:

100,000 common shares were issued on 3/22/17 for Services Rendered
2,000,000 common shares were issued on 3/31/17 to Wayne for CEO services
375,000 common shares were issued on 9/15/17 to pay off a note.
1,465,523 common shares were issued on 9/19/18 to EMET, note payment
1,034,477 common shares were issued on 10/26/18 to EMET, note payment
767,785 common shares were issued on 1/4/19 to EMET, note payment
695,129 common shares were issued on 1/4/19 to EMET, note payment
1,334,600 common shares were issued on 4/16/19 to EMET, note payment
Yet to be confirmed but it looks like GCAN paid off EMET with the remaining 542,000 issued on 5/31/19

Taking the original 26,905,969 and adding the above noted common shares issued of 8,234,514 and you get 35,140,483 common shares. The difference is exactly 82,000 shares that I can not find a record of who those 82,000 shares being issued to so lets assume it did or will be hitting the street. It is not the company diluting shares but it is EMET who is selling their shares for Note debt payment that is hitting the street.

Right now EMET has about $40,000 in Note debt left for GCAN to handle and at the agreed discounted price of 50% of share value (lets take .07 as the benchmark) to pay off this debt it would require the issuance of approximate 572,000 shares OR a cash settlement if the terms allow in the notes left. On 5/31/19 it looks like this was paid off with the issuance of 542,000 shares. I was almost perfect with the shares count needed to pay off this last note with EMET.

There is an additional 375,000 needing to be issued to pay Mr. John T. Root off but there is some confusion that the 375,000 issued on Sept 15, 2017 is the exact amount of shares to pay off the $375 note from Mr. Root so there is a question on if this note WAS paid off already. After that the only debt the company will have is with Eagle Equities with the note Issued Feb 12, 2019 and is not convertible for 180 days from issue, which puts the earliest conversion into mid October 2019. This note can be paid off in cash at any time and is convertible at a rate of 65% of share price when it becomes convertible in October and if it is not paid off by then in cash.

Since the first shares of 26,905,959 shares were issued and with the current reported shares being 35,272,483 shares, an increase of 8,366,524 shares, the traded volume of the common stock since the first day of trading being Sept 18, 2018, has been 98,478,322 shares up to and including May 31, 2019


Preferred A shares--9,411,998 with 2,966,666 owned by Elisha Kalfa and Yonah Kalfa and then 2,966,666 owned by Fernando Bisker and Sigalush LLC.
Remaining 3,478,666 ownership is unknown.

Each Preferred A share is subject to a 50 for 1 conversion to common stock but from their issue date of July 31, 2018. If fully converted these Preferred A shares would require 470,599.900 common shares. As of this date not a single share has been converted.

Preferred B Shares--9,000,000 shares issued to EMET CAPITAL on February 14, 2019. Each share is subject to a 1 to 1 conversion to common stock but from their issue date of February 14, 2019. If fully converted these Preferred B shares would require 9,000,000 common shares. As of this date not a single share has been converted.