quote:Originally posted by TMD: Ya know Midwest I don't mind fried chicken when I'm home. LOL Its been hard getting it over here in the sandbox (Iraq) though.
TMD Thanks for being there for us.. Honestly!!
Posts: 6410 | Registered: Jul 2006
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quote:Originally posted by TMD: Ya know Midwest I don't mind fried chicken when I'm home. LOL Its been hard getting it over here in the sandbox (Iraq) though.
damn i hope you get out of there really soon!
Posts: 2473 | Registered: May 2006
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posted
I must be an idiot...where in the 8K does it say SCAM? I read...
"On January 12, 2007, Franchise Capital Corporation (the “Company”) executed a definitive agreement with TTR HP, Inc. d.b.a. Aero Exhaust, Inc. (“Aero”) which calls for a share exchange of common stock between the Company and Aero"
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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quote:Originally posted by TMD: Ya know Midwest I don't mind fried chicken when I'm home. LOL Its been hard getting it over here in the sandbox (Iraq) though.
How much longer do they have ya stuck in the sandbox? If i could box up some KFC and fly it over for ya id hook you up in a heartbeat! Posts: 2308 | From: Michigan | Registered: Jun 2006
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quote:Originally posted by 10of13: I must be an idiot...where in the 8K does it say SCAM? I read...
"On January 12, 2007, Franchise Capital Corporation (the “Company”) executed a definitive agreement with TTR HP, Inc. d.b.a. Aero Exhaust, Inc. (“Aero”) which calls for a share exchange of common stock between the Company and Aero"
Agreed 10!! DEFINITIVE AGREEMENT....Need we say more??
Posts: 6410 | Registered: Jul 2006
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quote:Originally posted by 10of13: I must be an idiot...where in the 8K does it say SCAM? I read...
"On January 12, 2007, Franchise Capital Corporation (the “Company”) executed a definitive agreement with TTR HP, Inc. d.b.a. Aero Exhaust, Inc. (“Aero”) which calls for a share exchange of common stock between the Company and Aero"
Agreed 10!! DEFINITIVE AGREEMENT....Need we say more??
Once the terms of the agreement are released it will be great. The fact that the def. agreement was completed was exactly what we were waiting for. If you look back at my post the first time I talked to Andrew, this is exactly what he said would happen. With each milestone reached, the company gains more trust and credibility. Posts: 2754 | From: Utah | Registered: Apr 2006
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quote:Originally posted by 10of13: I must be an idiot...where in the 8K does it say SCAM? I read...
"On January 12, 2007, Franchise Capital Corporation (the “Company”) executed a definitive agreement with TTR HP, Inc. d.b.a. Aero Exhaust, Inc. (“Aero”) which calls for a share exchange of common stock between the Company and Aero"
in six months we will know!. lets see what the O/S is in june when this deal MIGHT be done! this news is NOT good, IMO!
Posts: 2503 | From: connecticut | Registered: Mar 2005
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quote:Originally posted by 10of13: I must be an idiot...where in the 8K does it say SCAM? I read...
"On January 12, 2007, Franchise Capital Corporation (the “Company”) executed a definitive agreement with TTR HP, Inc. d.b.a. Aero Exhaust, Inc. (“Aero”) which calls for a share exchange of common stock between the Company and Aero"
Agreed 10!! DEFINITIVE AGREEMENT....Need we say more??
a juicy PR before market open would be very nice add some short covering and we´ll get a nice run out of this puppy everyone and his mother been watching this stock waiting for this DEFINITVE AGREEMENT
Posts: 2473 | Registered: May 2006
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posted
One thing I wanted to point out is, if you look at last Friday's PR, you'll notice how FCCN is beginning to announce PR's for Aero. Now that the def. agreement is complete, ALL of the news for Aero will be following. Before this agreement was completed they couldn't announce the going-ons of Aero, but now WE ARE IN BUSINESS. When I spoke to FCCN he told me they have a lot of news to get out and emphsised how big the NASCAR affiliation is. We also will be getting the details of the aquisition and financials in the future. TONS of news to come. I'm very excited and my mind has been put at ease. I look forward to the coming days,wks, and months. This of course is JMO!
posted
all the DD you need........ TO DA MOON!!!!!!!!!!!
-------------------- This year I invested in pumpkins. They've been goin' up the whole month of October and I've got a feeling they're going to peek right around January and BANG! That's when I'll cash in! Posts: 305 | From: connecticut | Registered: Nov 2004
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quote:Originally posted by 10of13: "In conjunction with executing the definitive agreement, the Company agreed to a revolving commercial loan to Aero in the amount of $1,500,000,"
Aero needs $? and FCCN gave it to them?
Someone correct me if I'm wrong, but this sentence seems to be much like earnst money you give someone when your buying their house, to secure the deal. It looks like this was a good faith payment to me.....I DUNNO!
posted
The question is, where did FCCN, a public shell - a company with no liabilities and no assets - get the $850,000 to loan to Aero and where the rest of the $1,500,000 going to come from.
Posts: 159 | From: San Diego, CA, USA | Registered: Feb 2004
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quote:Originally posted by th0th: The question is, where did FCCN, a public shell - a company with no liabilities and no assets - get the $850,000 to loan to Aero and where the rest of the $1,500,000 going to come from.
Who cares? Seriously, what if they got it from selling stock? It doesn't matter, Aero is going to be FCCN anyways. Someone has to pay for this aquisition and the way the agreement is written, FCCN is aquiring Aero. It's like paying yourself, what's Aero's is FCCN's also. Make sense? Although, I could be wrong. I'm going to call Andrew tomorrow and see what he says, but I'm pretty sure we'll see a PR in the morning.
posted
It does matter where the money is coming from, and where and why it's going to where it is going.
In a reverse merger, the private company pays for all the fees in acquiring the public shell and going public, because the public shell has no assets to pay for it. Its only redeeming quality is that it is public. In fact, there are sites on the internet that sells public shells - yes sells for cash. Here is an example:
So, what this 8-K is saying, is that not only FCCN somehow got this money (dilution, private placement, etc.), but that AERO does not have $1.5M to pay for this merger.
Posts: 159 | From: San Diego, CA, USA | Registered: Feb 2004
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I've been following this thread from the sidelines and this is my first post. Cassity, you are correct - Who cares about the 1.5 million. It's peanuts to a company like Aero. We were right all along and this is for real! There are a lot of people who are not happy about this. Now the games will begin. Everyone who missed out will try to talk down the price to pick up a deal. I'm holding.
Posts: 2 | From: Chicago suburbs | Registered: Jan 2007
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posted
Tech - the unhappy ones don't understand the concept of a reverse loan in accordance with a DA. A tax advantage that was used here to perfection. A little to complex for the simpletons who just scream dilution lol. O/S 72MM and verified this afternoon, unchanged from 12/4.
posted
In addition I see we got the DA this evening on cue. The exact content that i was expecting as well with a little reverse loan it appears included per agreeement. Common practice and will provide FCCN with a kickback and shares in an 18 month window. So far they've done everything according to plan and now we get the 30-90 day window that was stated in discussions a month ago, for the PR campaign and finalized agreement details. Audit is underway and whether we get unaudited or not when the numbers are released they won't disappoint. The growth stage that the company has been in over the past year plus is nothing short of phenomonial. With the continued nascar affiliation and integrated online marketing campaigns launching Aero will be progressing to the top of the performance exhaust sector rapidly. Along with the performance line growth it's anticipated that a new retail line will be ready for launch in 07' targeting a more broad based sector and potentially marketing direct to manufacturers. Going to be a great 07 and beyond in Aero land, congrats to all those along for the ride.
quote:Originally posted by th0th: It does matter where the money is coming from, and where and why it's going to where it is going.
In a reverse merger, the private company pays for all the fees in acquiring the public shell and going public, because the public shell has no assets to pay for it. Its only redeeming quality is that it is public. In fact, there are sites on the internet that sells public shells - yes sells for cash. Here is an example:
So, what this 8-K is saying, is that not only FCCN somehow got this money (dilution, private placement, etc.), but that AERO does not have $1.5M to pay for this merger.
If your trying to say that Aero doesn't have any money, I'm sorry, but I'll have to laugh. I've been to their business, I have brochures from them, I can go buy their product anytime I would like and NASCAR doesn't just let you race for FREE if you know what I mean. I agree with Beandog on this one, kind of what I was thinking when I read it. Everyone just needs to chill out and let the company complete the process. If you want out, by all means....SELL! Goodnight!
quote:Originally posted by beandog24: Tech - the unhappy ones don't understand the concept of a reverse loan in accordance with a DA. A tax advantage that was used here to perfection. A little to complex for the simpletons who just scream dilution lol. O/S 72MM and verified this afternoon, unchanged from 12/4.
Verified from who? The Transfer Agent is gagged.
Posts: 159 | From: San Diego, CA, USA | Registered: Feb 2004
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quote:Originally posted by th0th: The question is, where did FCCN, a public shell - a company with no liabilities and no assets - get the $850,000 to loan to Aero and where the rest of the $1,500,000 going to come from.
Lol, they've been selling you all shares over .01
(in my opinion) Posts: 630 | Registered: Jun 2006
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posted
OT: Any of you watching American Idol? I swear I think I just saw Rufus Paul Harris audition !!
Posts: 630 | Registered: Jun 2006
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quote:Originally posted by beandog24: Tech - the unhappy ones don't understand the concept of a reverse loan in accordance with a DA. A tax advantage that was used here to perfection. A little to complex for the simpletons who just scream dilution lol. O/S 72MM and verified this afternoon, unchanged from 12/4.
Bean.. Thanks for the post..
here are some insights from DD
Additionally, many shell companies carry forward what is known as a tax-loss. This means that a loss incurred in previous years can be applied to income in future years. This shelters future income from income taxes. Since most active public companies become dormant public companies after a string of losses, or at least one large one, it is more likely that a shell company will offer this tax shelter.
It is highly unusual to preserve any benefit from the tax loss carry forward in a shell company. The tsx regs. normally reduce the loss carry forward by the percentage of the change in control. In a well structured reverse merger the private company should end up with 95% or more of the stock after the merger, thus reducing the tax loss carry forward by this amount for greater.
Posts: 6410 | Registered: Jul 2006
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posted
The updated structure is available on a daily basis from FCCN IR. The TA isn't gagged and those on the contact list may receive the same information provided by FCCN from this source as well.
posted
Let's not forget the reason Aero has had such growth in just a few years -- A revolutionary new product! It's not just a new muffler. The new technology has made the Aero design superior to old technology mufflers. This is only the beginning. First they capture the high performance market and then they will bring out lower priced lines. Maybe an OEM agreement with auto manufacturers after dominating the after market. No matter what the final numbers are, this is very BIG! Tomorrow will be verrrrry interesting to watch.
They have proved that they not only know how to make a good muffler, they know how to market. Timing of the merger means they are ready to let loose with plenty of positive PR's. I looking forward to a fantastic run.
Posts: 2 | From: Chicago suburbs | Registered: Jan 2007
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quote:Originally posted by beandog24: The updated structure is available on a daily basis from FCCN IR. The TA isn't gagged and those on the contact list may receive the same information provided by FCCN from this source as well.
Oh really, then why this email response from FCCN IR (BTW the last publicly available information on share structure was Nov 2005):
The last publicly available numbers for authorized and issued and outstanding shares are: Authorized: 5 billion, Issued and Out: approximately 72 million. Any more current numbers will be included in future SEC filings (10Qs, 10Ks, other informational forms), properly disclosed so that all shareholder and the public markets will have access to the same information. It cannot be disclosed by the Transfer Agent one person at a time.
Public and Investor Relations Franchise Capital Corp. Investors 951-587-8072 investors*franchisecapitalcorp.net www.franchisecapitalcorp.net
-----Original Message----- Sent: Thursday, January 11, 2007 3:58 PM To: lisa*javelinadvisory.com Subject: Question about FCCN Transfer Agent Importance: High
Hello,
I am an FCCN shareholder and I was wondering if there is a gag order on the transfer agent. I called the transfer agent for FCCN, Transfer Online, and asked about the share structure, i.e. Outstanding Share, for FCCN but was told that they cannot give this information.
Thanks.
Posts: 159 | From: San Diego, CA, USA | Registered: Feb 2004
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posted
So what your saying is that the FCCN IR can disclose the share structure one person at a time (over the phone) but not the transfer agent? LOL!
FCCN told the transfer agent to not give out the share structure, because it is the transfer agent's job to give out such info.
Posts: 159 | From: San Diego, CA, USA | Registered: Feb 2004
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quote:Originally posted by 10of13: I must be an idiot...where in the 8K does it say SCAM? I read...
"On January 12, 2007, Franchise Capital Corporation (the “Company”) executed a definitive agreement with TTR HP, Inc. d.b.a. Aero Exhaust, Inc. (“Aero”) which calls for a share exchange of common stock between the Company and Aero"
------------------------------------------------------ didn't say this Stock was a scam, but if so who cares(SEC doesn't), as long as you get in while things are shaking like right now, just get out if you make good money, cause you never know about any of these scandalous pennies
Posts: 1551 | Registered: Feb 2006
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quote:Originally posted by th0th: So what your saying is that the FCCN IR can disclose the share structure one person at a time (over the phone) but not the transfer agent? LOL!
FCCN told the transfer agent to not give out the share structure, because it is the transfer agent's job to give out such info.
Pick up the phone and make a call tommorrow, the investors relations contact at FCCN (Andrew) will be more than happy to supply you with the structure information.
COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES:
Franchise Capital Corporation Announces a Definitive Agreement With Aero Exhaust, a World Leader in Automotive Exhaust Technology and NASCAR Performance Partner
TEMECULA, CA, Jan 18, 2007 (MARKET WIRE via COMTEX) -- Franchise Capital Corporation (PINKSHEETS: FCCN) today announced that it has reached a definitive agreement with Aero Exhaust, Inc., a world leader in performance exhaust airflow technology, under which Franchise Capital Corporation is expected to exchange up to 95% of its total capital stock in exchange for all of Aero Exhaust's issued and outstanding shares. The execution of the definitive agreement has been disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
"We are pleased to have reached this definitive agreement with Aero Exhaust and look forward to completing the acquisition, which is expected to occur in the second quarter of this year," stated Steven R. Peacock, chief executive officer of Franchise Capital Corporation. "There is still much work to be done to close this transaction, but we now have a solid framework, and both companies are committed to what we believe to be an effective strategy to introduce Aero Exhaust to the public markets. We anticipate discussing additional details of the transaction in the coming days and weeks as the acquisition moves forward."
In conjunction with executing the definitive agreement, Franchise Capital has agreed to provide a revolving commercial loan to Aero Exhaust in the amount of $1,500,000. The loan bears interest at the prime rate and is due and payable in 18 months. Notwithstanding the payment terms, the loan and any accrued interest are convertible into Aero Exhaust common stock at the time the share exchange closes.
"Reaching a definitive agreement with Franchise Capital represents a great opportunity for our shareholders," commented Bryan Hunsaker, CEO of Aero Exhaust, Inc. "We believe that our marketing partnerships will represent a significant value for Franchise Capital's shareholders, and the revolving line of credit, made available as part of this agreement, will assist us in managing our accelerated growth. We are anxious to move towards closing this transaction as quickly as possible and appreciate the dedication and enthusiasm of Franchise Capital's management and shareholders."
To sign up to receive information by email directly from Franchise Capital Corporation whenever new press releases, investor newsletters, SEC filings, and other written material are issued, please visit http://www.franchisecapitalcorp.net.
About Aero Exhaust:
Aero Exhaust is a world leader in performance exhaust airflow technology, manufacturing and distributing the most technologically advanced muffler on the market. Its product lines are built to the highest industry standards and offer the consumer a lifetime warranty. Aero Exhaust has been issued U.S. and Australian patents on its innovations and development in the exhaust industry, and its mufflers are available worldwide through major retailers, mass merchant centers, automotive aftermarket supply stores and wholesalers. Aero Exhaust mufflers are an exclusive National Association for Stock Car Auto Racing (NASCAR) Performance product and carry the prestigious NASCAR brand on product, packaging and related media. NASCAR legend Rusty Wallace is the official spokesperson for Aero Exhaust products. Additional information on Aero Exhaust's products, race team, and motorsports ventures can be found on its corporate web site, www.aeroexhaust.com.
Safe Harbor Statement: The statements in this release that relate to future plans, expectations, events, performance and the like are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results or events could differ materially from those described in the forward-looking statements due to a variety of factors, including the lack of funding, inability to complete required SEC filings, and others set forth in the Company's report on Form 10-K/A for fiscal year 2005 filed with the Securities and Exchange Commission.
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