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Agent ... they have already spent $6.4 in marketing to achieve lower sales in 2006 from prior years. And that is with their Nascar marketing in Full Gear.
Yeah...I can see an uplist to the OTCBB...
which would mean "nothing" in itself
for shareholders. Big deal!
If Hunsaker needs Peacock at the helm...
it ain't a good sign for shareholders!
Aero's muffler patent might not be worth
a whole lot, with a few years in business,
and less than $1 mil in revs. Gonna need to
spend a great deal of dough for marketing if
they intend to grab a "niche" in the exhaust
systems market.
Right ... they will reverse split it. Dilute some more and continue the facade of wanting to uplist.
They won't uplist from subpenny ! The PPS will blow your mind away, when the time comes to uplist !
You don't know the 1st thing about Steven Peacock.....so save your breath.
P&D's give Ceo's bigger boats and 4th houses. Hunsaker has been at work for the shareholders not a scam.
I hope your still around when we uplist... ")
Zero Supporting Evidence that the cause of the drop in PPS for FCCN is due to shorting etc, that is a common excuse used in pinky land and it is almost always the case that Dilution is the cause of the drop in PPS not shorting of the stock.
If the Transfer Agent was not gagged then that theory would hold more water but since the Transfer Agent has a policy of not giving out any information (GAGGED) then one must assume it is Dilution.
Don't you find it amazing and odd how you almost never see companies crying SHORTS who have transfer agents that are not Gagged?
Why is that?LOL!
What Business plan? How can you expect people to "stand Strong" when the PPS has fallen more than 50% since the announcement of the acquisition?
FCCN has shown me that this is a pure Pump/Dump scheme orchestrated by Javelin advisory group.
The PPS will continue to fall and then they will do a reverse Split which will devastate shareholder value.
All of these things are my opinion and Mr.Peacock has not shown me he has any interest in shareholder value here or any other Company Javelin Advisory Group is associated with.
I can imagine once they do announce the R/S that some will be supporting it, stating it is for up-listing etc. when in reality the pps will just sink back down to previous levels like most reverse splits in penny land.
Note: Derbenski, that issue has been taken care of and thanks for pointing that out, I agree.
Javelin Stock Play indicator laws...
The future downward thrust of any given share price on a Javelin play is directly proportional to the following.
A. Increase in recent banning or jailing of longs verses naysayers ratio.
B. Increased activity of longs on the Javelin board.
Derb
TOU Refresher
Off-topic: Any off-topic discussion is a violation of TOU. If your post is not about the stock for the board you're posting to, do not post it. Use email, private message, or post it to a board where it is on-topic.
Exactly ... I can name many where a name change along with a CUSIP # change was claimed to be the CURE to get those nasty naked short sellers .... but I can not think of a single one where it actually worked.
If anyone has an example of a name change working ... please provide it.
You mean like GLXI... oh wait, it didn't work there...
Name changes have never worked as a so-called cure to a so-called problem of Naked Short Selling.
Please show me proof of one that has worked.
Isn't it something that the more you pump, the more FCCN declines in price?
I used to say all the same krap as a
newbie...naive and unaware of the realities
in the penny stock world. I made one big
mistake of trusting in someone else's DD,
which forced me to do some research, with
an open and unbiased view. I learned now.
Guess what!? I can make money trading
without being dishonest. I can't understand
why anyone would have a problem with that.
Good to be cautious and do your homework
before viewing a penny stock as a long-term
investment...
"Penny stock fraud is one of the most widespread and destructive forms of financial crime, collectively costing investors billions of dollars each year in North America alone," said David Marchant, publisher of the Conference's organizer, OffshoreAlert newsletter, which specializes in exposing financial crime."
"Although penny stock schemes are frequently successful, they seldom are subtle. Unlike the elaborate accounting schemes that accompany massive corporate frauds, like those that unfolded at Enron, WorldCom and other major companies of that ilk, penny stock frauds usually rely on the garden variety “pump and dump” scheme. The promoters gain control of the company, often through a reverse-merger with a shell company. They then spread false and misleading information about the company to spark interest in the company, generate volume for the stock, and pump up prices. Once stock prices rise, the promoters dump their shares and stock prices slide back toward oblivion. The game takes on several variations, but the basic framework seldom differs."
2005 Venture Research Institute
btw...if the reverse split occurs before AERO
shows any signs of it's ability to increase sales
to any significant level...LOOK OUT BELOW!
It's all in the business plan....All we need to do is stand strong ! ")
Yea, changing the name will force them to come forward and reveal their names, or lose their money.
They can't have my shares.....lets get the name change done !
Whether shorted or not, doesn't change
the fact that Peacock has a great deal of
control of AERO. Why would Hunsaker need
Peacock if he has the best muffler in the
entire world? It don't add up! So that is
why I dig deeper to cut through all the
BS claims by pumpers, to get an unbiased
and realistic view of the "potential".
If people want me to be dishonest and
pump the stock, it ain't gonna happen.
What you get is unbiased, like it or not!
That is total BS! Show me unbiased proof,
and one that isn't a marketing ploy by AERO.
Pietro,
AERO and the other stocks are being shorted in Canada.
¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡¡
Blame Canada
US companies are saying our lax regulation lets short-sellers get away with murder
Canadian Business Newsmagazine
By Mark Brown
October 28, 2002
About two years ago, Russell Godwin, a director of Medinah Minerals Inc., noticed some unusual trading of its shares on the Nasdaq Over the-Counter Bulletin Board service. A client reported purchasing 500,000 shares of the small Nevada-registered mining company, headquartered in Vancouver, when the total trading volume for that day was only 200,000. However, Godwin, now also company president, didn't know the extent of the problem until a "shareholder census" revealed that there were more than 168 million shares outstanding, when only 117 million were available for trading. The extra shares on the market arose from "naked short-selling," a practice banned in the US but perfectly legal in Canada. And it is the reason why many small companies trading mostly on the Nasdaq Bulletin Board or on the Pink Sheets lay the blame for their misfortunes squarely on Canada.
Naked short selling is not the only way US securities are being manipulated through Canada. Death-spiral financing - one of the instruments of choice for financiers like Mark Valentine, from defunct Toronto-based brokerage Thomson Kernaghan & Co. Ltd. - is also being channeled through Canada, for the same reasons so much naked short-selling comes from the north: our weaker securities regulations. Indeed, "weaker" might not be a strong enough word. When asked about the difference between Canadian and US short selling rules, a senior official at the NASD, the US association of securities dealers, put it this way: "What Canadian rules?"
Basic short selling, which is legal in both countries, is a high-risk strategy that typically occurs when an investor believes a particular stock is overvalued. Through a margin account, the investor will borrow shares from a brokerage firm, say at $60 apiece, and immediately sell the shares on the market. When the investor is confident the company’s shares won't fall further, he will repurchase the shares, say at $40 apiece, and return the borrowed stock to the brokerage (covering the position) for a per-share profit of $20 less fees. In the case of naked short selling, the brokerage never actually has the shares in its inventory, nor does it have access to the shares' but it still allows the client to complete the short sale.
The effects can be disastrous for a small company. Even when Medinah Minerals would release positive news about its exploration activities, the stock would continue its free fall because of the massive short selling. What the short-sellers are trying to do in many cases is force companies to file for bankruptcy, says Wes Christian, a partner in the Texas law firm Christian, Smith & Jewell, which specializes in business litigation. "Once you get a company down to $1, it can't raise capital, it can't get loans, it can't do anything.'
Death-spiral financing adds yet another twist. In some cases, financiers will approach a target company on the pretense of looking to make a long-term investment. In exchange, the financiers ask for some kind of preferred stock or convertible debenture, where the company owes the investors a variable amount of stock that must equal a prearranged fixed value. The provision guarantees the financiers more stock if the share price goes down. But despite the confidence the financiers claim to have in the company, the real money for them come from shorting the stock. And if the high volumes of trading don't scare away bona fide investors, death-spiral financiers can put more downward pressure on the stock by releasing negative news on the company. Often, the short sales start even before the financing agreement is reached. "They're naked short-selling," says Christian, "knowing that they're going to get some conversions [from the preferred stock or debentures] so they can cover."
That is what happened to JagNotes.com Inc., a Florida-based market information subscription service, when it signed a deal with Valentine in May 2001. The naked short selling of JagNotes.com (now JAG Media Holdings Inc.) is the first of what could be a series of cases that high-powered Houston lawyer John O'Quinn, in association with Christian, plans to take to court. Valentine is alleged to have misrepresented himself to JagNotes.com by going against his word that he would not short the company's stock.
US regulators changed the rules regarding short-selling years ago. Broker-dealers are required to make an affirmative determination that stock is available for borrowing so that it can be delivered by the settlement date. In Canada, however, there is no such requirement. "We've looked at it, we may look at it again, but we haven't seen any need for it in the Canadian marketplace,' says Keith Rose, vice-president of regulatory policy for the Investment Dealers Association of Canada (IDA).
That's certainly not the way many small companies listed on junior exchanges see it. They argue that the differences between US and Canadian trading rules have made Canada a conduit for stock manipulation schemes. The paper trail created when shares are routed through Canada is so long that most companies simply can't afford to trace all the documents. "I can show you 15 companies that these guys have beaten," Christian says, "not because they're right, not because they're moral, not because they are legally correct, but because they ran them out of money.'
US investors can't legally open a trading account with a brokerage firm in Canada. But if they opened a Canadian account before the NASD cracked down and started to vigorously enforce the rules in 1998, they are not barred from trading. "[Canadian brokers] are not blatantly opening accounts for Americans," says short-seller William Gate, managing director of Beowulf Investments in California and author of several books on venture capital financing and private placements. "But if you are there, and you haven't caused any trouble, then they aren't kicking you out, either.”
US investors who want to bend the rules might approach a Canadian brokerage firm to conduct short sales on their behalf, put up the money and offer the broker a kickback or commission sharing for its help. "Of course, the guy in Canada, if he's greedy and happy to participate in that kind of scheme, is going to do it," says the NASD official, who spoke on condition of anonymity. Brokers need clients, and without strong rules in place there is nothing to discourage these firms from doing it, he adds.
But if a group of investors is intent on shorting a company's stock, but is not spreading rumors or misleading statements, then a company has little recourse, says Mark Deslauriers, a partner with Osler, Hoskin & Harcourt LLP in Toronto and past chair of the Ontario Securities Advisory Committee - unless the short-sellers were violating some other rule. 'It's never clean," be says. "They are selling on the downticks, not disclosing their short to their brokers [or] brokers haven't disclosed their short positions."
So what's a company targeted by naked short-sellers to do? One option is reorganization. Christian and a team of 50 lawyers are currently taking every one of their clients through a recapitalization process that requires the exchange of the actual share certificate. "You must redeem the certificate you supposedly hold in order to get a new certificate;' Christian explains. "If you don't got them, and you sold them, then you are liable. Simple.” Under the reorganization, as undertaken by Jagnotes.com and Medinah Minerals, the company renames itself and the stock undergoes a reverse split of at least 1:1.01, which is the minimum requirement.
However, legitimate shareholders run the risk of taking the biggest hit. In several cases, including Medinah, the company gave investors only 60 days to exchange shares, after which it had the power to cancel any outstanding shares. The reason it could do so was because it is registered in corporate-friendly Nevada, where securities laws allow the board of directors to cancel any outstanding share certificates for "any desirable reason." One such desirable reason might be the fact that forcing investors to claim their certificates could artificially inflate a company's share value, by forcing all the short-sellers to purchase shares they don't want.
The goal of the reorganization is not so much to put a stop to short selling, as it is to expose who is doing the shorting. Still, the short-sellers aren't always the only ones at fault. "Some of the companies don't come into this scenario with clean hands," says the NASD official. "The types of stocks, that typically are targeted by short-sellers may be companies that may be perpetrating their own violations, in terms of pumping up their own shares through press releases that are materially misleading, or other things."
Regardless of which side shoulders the blame, the shareholders are the ones who really lose out. The IDA plans to revisit this issue in the new year, but it's not a high priority. It's certainly a concern for the NASD, which has tried to put a stop to the practice - albeit with mixed results. In the meantime, a case being built by GeneMax Corp. of Blaine, Wash., against two Vancouver firms, Global Securities Corp., a full service brokerage, and Union Securities Ltd., an investment dealer, challenges the legality of naked short sales in Canada. But don't count on the case forcing a review of Canadian rules - such actions seldom reach trial, because the plaintiffs rarely have enough money left to see them through.
[ RGM Short Selling Home page ]
lease read this article.
Who's winning races.... :)
Aero is ! Sweeeeeeeeeeeeeeeeeet !
What does it matter? For Hunsaker to allow
Peacock so much control over AERO, could be
considered the kiss of death. But then,
Hunsaker himself might not even be aware
of what Peacock is capable of doing.
You think Peacock gives a hoot whether
AERO rewards shareholders or not? LOL!
I did some research on the exhaust systems
market, and all the competition, just to see
how valid pumpers claims were with respect to the "potential".
I'm not sold on whether they can even create
enough of a niche to get the PPS back over the
.035 area, which is break-even for the initial
investors with restricted shares. I'm not saying
it's impossible. Just saying I don't see it yet,
given AEROs inability to increase sales to any
significant level, after several years in business.
Loanstew your posting false statements......look and you will find. not all Javelin stocks have the same T/A....
Try harder, it's out there !
Yeah...I heard AERO is going to "rock" the
muffler world...ROFLMAO!
As long as Peacock is involved, look out
for disaster...unless he has turned a new
leaf...LOL! Same ole methods they use to
make a fortune with penny stocks, ala reverse
merger, then pump and dump. If FCCN/AERO shows
no means of increasing sales significantly
before the reverse split occurs...LOOK OUT
BELOW!!! Doesn't look good for those who
didn't take profits, or even preserve their
intial investment...but thats the effect all
the outragious pumping and BS has on the
gullible.
YIKES!
Translation = Don't trust a Peacock, LOL !!!
Javelin stocks appear...
To have a few things in common:
1.Gagged Transfer Agent
2.All offices listed at the same place, no matter how many different companies.
3.Javelin being in charge of pretty much everything the company does.
4.Figurehead CEO.
5.Horrid financials (if they file)
6.Frequent reverse mergers/acquisitions that blow up the sharecount.
7.An IR company that doesn't have the courage to have a person sign their name to the emails.
I think the iBox shows the "more than coincidences" that occur with Javelin stocks. Interestingly, another note is that Javelin usually controls a company prior to "handing off" to a figurehead CEO. But the directors that "give off" the company don't seem so sure about appreciation of value, because they keep a handy stash of "payroll due" for after the stock gets pummelled.
IMO/FWIW
Sounds good Dr.. I too am grateful to whomever created this Pro-Javelin board.. gives us yet another place to congregate and dicuss all the potential that exists!! Cheers!
You bet ... I would have tried to hide those Ugly Financials.
Those suck.
:o)
Absolutely, I'm glad someone created a pro-Javelin board to promote these stocks and bring in more investor interest. I'll be bringing the crew over from GRXI, and FCCN.
Dr. W. I just discovered this new Javelin board.. aint't it the greatest....!?!? We need to let the other investors in on this... I mean Why keep it to ourselves????
I see GRXI hitting .05 in December, FCCN probably back to .02 as well with Dr. Gas Def agreement. Great things coming for those who are 'Peacocks' !
And let's not forget one of my favorites GRXI...
Last Price
0.001
Change $
Change %
Tick
Bid
0.0009
Bid Size
5000
Ask
0.0011
Ask Size
5000
Open
0.001
High
0.0011
Low
0.001
Prev Close
0.001
Last Trade
10:29
Volume
140.0 k
52 Wk Hi
0.0059
52 Wk Low
0.0004
Market Cap
1.96 m
Ex-Div Date
N/A
Div Rate
N/A
Yield
N/A
Shares
1.96 b
EPS (TTM)
N/A
PE Ratio
N/A
close Exchange Information
Listed On
OTC Bulletin Board (OBB)Exchange
I can't wait to see what Javelin does tomorrow ...!!!! then I will really have somethinhg to post here..!!!
GS, OK, a guy comes to your door and says, "Hi, I'm Bob Peacock, I want to take your company public.".... What would you do?????(Assuming you had a company)...
GoldenStar, Thank you for your welcome...if this board is interested in the Javelin group, I may have a little bit of information.....thanks again for your warm welcome....glta!
Wick50
Everyone is welcome to contribute here as long as they stay within tou, if you are posting items in an attempt to disrupt the board which IMO it appears that you are then those posts will be removed and Investors Hub Admin will be notified of your activities.
Feel free to post whatever you think is relevant to all these javelin stocks but do it in a responsible manner, we welcome all information here.
Man, I can't wait until the opening bell....Javelin has a board....funny how things turn out..
FCCN Level II
http://66.201.236.134/export/level2.jsp?symbol=fccn
GRXI Level II
http://66.201.236.134/export/level2.jsp?symbol=grxi
This is the company that I think is manufacturing the Aero Muffler in China, the 8K states that FCCN is using a company in Ningbo China and this is the only muffler company I found in Ningbo China, they also produce everything from hotplates,poker chip holders,brake pads,apparell, all kinds of stuff.
Cixi Huaxu Scale Industrial Co., Ltd
Contact person: David Wu
Address: Rm. B, A-18/F, 166 - 168 Baizhang Road, Ningbo, Zhejiang Province. China
Phone: 86-574-87711759
Fax: 86-574-87707406
Website: http://Muffler.ec51.com
How to get in touch with Javelin:
Gemini Financial Communications
A. Beyer
951-677-8073
Franchise Capital Corporation Announces Successful Exhibit at SEMA Show and Reports Strong Interest in Dr. Gas Products From Automotive Supply Distributors
Company Also Files Quarterly Report for Period Ended September 30, 2007
Franchise Capital Corporation (PINKSHEETS: FCCN), which recently closed its acquisition of Aero Exhaust, Inc., a world leader in performance exhaust airflow technology and NASCAR Performance Partner, today announced the successful joint exhibit of Aero Exhaust and Dr. Gas., Inc. at the 2007 SEMA Show and reported strong interest in the piping and tubing products of Dr. Gas, Inc. from automotive aftermarket product distributors, including those that currently distribute Aero products.
The SEMA Show (http://www.semashow.com), which was held Tuesday, October 30 - Friday, November 2, 2007 at the Las Vegas Convention Center, is the premier automotive specialty performance products trade event in the world featuring performance, accessories, restoration and motorsports products.
Representatives from Aero Exhaust and Dr. Gas, Inc. attended the SEMA Show, including Dr. Gas, Inc. founder and CEO Boyd Butler. Members of Aero Exhaust's marketing department who attended the SEMA Show reported that regional warehouse distributors of automotive supply products articulated a strong interest in distributing Dr. Gas, Inc. products, specifically its piping and oval tubing products.
"At the SEMA Show, a number of regional warehouse distributors, including those with established relationships with Aero Exhaust to distribute our products, expressed a strong interest in carrying Dr. Gas products as soon as possible. It was apparent from the feedback we received at the show that there is widespread interest in the products of both Aero Exhaust and Dr. Gas in the automotive performance supply industry, and that the synergies between the two companies will provide significant opportunities for cross-marketing and promotion," stated Justin Andersen, warehouse sales manager for Aero Exhaust, Inc.
"The SEMA Show was a successful event, and we are now following up with the numerous distributors who visited the booth and look forward to entering into discussions with them related to the supply of Dr. Gas products, while we move forward with our expected acquisition of Dr. Gas and execute the integration strategy between the two companies. The automotive performance supply industry clearly understands the potential of Aero Exhaust and Dr. Gas working together, and we will take every opportunity to increase the profile of both companies under the banner of a single public company," commented Bryan Hunsaker, chief executive officer of Franchise Capital Corporation and Aero Exhaust, Inc.
To sign up to receive information by email directly from Franchise Capital Corporation, including notices when the company issues future investor newsletters, please visit http://www.franchisecapitalcorp.net.
About Dr. Gas, Inc.
Dr. Gas, Inc. is a producer of the finest racing performance exhaust systems for street and pro-race performance exhaust applications. Dr. Gas produces 90% of all exhaust systems used in NASCAR, Nextel Cup Series, Busch Grand Nationals, Craftsman Truck Series, and many more.
Dr. Gas Exhaust Systems produces performance exhaust Xscream® crossover, y-pipe, oval tubing performance exhaust, and h-pipe systems that have changed the performance exhaust sound of NASCAR, IROC, drag racing, and pro-street. Dr. Gas designed and patented the revolutionary Spin Tech racing mufflers. Many standard and custom sizes of mandrel bends and oval tubing are the absolute best for high performance exhaust and ground clearance applications. The company has performance exhaust parts for car, truck, RV, motorcycle, marine, aircraft and industrial applications. At its first NASCAR race, Dr. Gas shocked the sport with its new performance exhaust sound and added power on Sterling Marlin's winning 1995 Daytona 500 racecar. Many of its patented NASCAR performance exhaust systems can be used in street rod performance exhaust applications. For more information on Dr. Gas, Inc., please visit http://www.drgas.com.
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 website, 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 for fiscal year 2007 filed with the Securities and Exchange Commission.
CONTACT:
Gemini Financial Communications, Inc.
A. Beyer
951-677-8073
Email Contact
Source: Marketwire (November 15, 2007 - 9:02 AM EST)
GTREX Capital Files Quarterly Report and Updates Shareholders on Execution of Acquisition Strategy
GTREX Capital, Inc. (OTCBB: GRXI), a holding company with subsidiary operations in the travel distribution industry, today filed its quarterly report on Form 10-QSB for the period ended September 30, 2007 and updated shareholders on the status of its expected acquisition of a company that will become the focus of its future operations.
A link to the quarterly report can be found on the company's corporate website, www.gtrexcapital.com.
In addition to reporting the filing of the 10-QSB, GTREX Capital announced that it is continuing the due diligence process related to the company it has targeted for acquisition. In mid-October, the company announced that it had identified a new acquisition candidate and expected to enter into a letter of intent shortly thereafter.
GTREX Capital is a fully reporting over-the-counter bulletin board company that has been positioned as a public vehicle for an operating company that will bring value for shareholders. Its existing subsidiary, Global Travel Exchange, is a travel distribution technology company that provides a more efficient and cost-effective connection between customers and travel suppliers. If the planned acquisition is not a company that does business in the travel industry, there may be a spin-out of Global Travel Exchange that would include a dividend of its shares to GTREX Capital shareholders.
GTREX Capital management is focused on acquisition candidates that possess the potential for significant long-term growth in their respective industry segments.
"As we continue with our due diligence process on the targeted acquisition, which has taken more time than was initially anticipated, we will concurrently consider additional acquisition and reverse merger opportunities that are presented to GTREX Capital," stated Steven R. Peacock, GTREX Capital consultant chief executive officer. "The additional acquisition candidates include companies both within and outside the travel field, and depending upon which company becomes the operating entity within GTREX Capital, there could possibly be a spin-out of Global Travel Exchange including a dividend of its shares to GTREX Capital shareholders."
"Shareholders should also be aware that Global Travel Exchange's travel distribution technology provides a number of attractive scenarios for synergistic acquisitions, and we are currently evaluating several of these as acquisition candidates," Mr. Peacock added.
To subscribe to the company's email alert system and receive information directly from GTREX Capital whenever new press releases, investor newsletters, SEC filings, or other information is disclosed, please visit http://www.gtrexcapital.com/investor.php.
About GTREX Capital, Inc.
GTREX Capital, Inc. (http://www.gtrexcapital.com) is a holding company with a subsidiary conducting business in the travel industry. Global Travel Exchange, Inc., a GTREX Capital subsidiary, has launched its Voyager Network travel distribution platform, which provides a service that enables direct access to reservation systems of major travel suppliers such as airlines, cruise lines, hotels, car rental companies and providers of other travel amenities. GTREX Capital is in the process of identifying synergistic and non-synergistic businesses as potential acquisition targets for the company.
Safe Harbor Statement
This release contains forward-looking statements with respect to the results of operations and business of GTREX Capital, Inc., which involves risks and uncertainties. The Company's actual future results could materially differ from those discussed. The Company intends that such statements about the Company's future expectations, including future revenues and earnings, and all other forward-looking statements be subject to the "Safe Harbors" provision of the Private Securities Litigation Reform Act of 1995.
Contact:
Gemini Financial Communications, Inc.
A. Beyer
951-677-8073
Email Contact
Source: Marketwire (November 15, 2007 - 9:08 AM EST)
News by QuoteMedia
www.quotemedia.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended
September 30, 2007
Commission File Number
000-26887
FRANCHISE CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada
98-0353403
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification Number)
10288 S. Jordan Gateway Suite F
South Jordan, Utah 84095
(Address of principal executive offices)
(801) 495-0882
Issuer's telephone number, including area code
29970 Technology Drive, Suite 203
Murrieta, California 92563
(Registrant's Former Name and Address)
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No[ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No[ X ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No[ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the last practicable date.
Class
Outstanding at November 8, 2007
Common Stock, $0.0001 par value
1,720,757,804 shares
Transitional Small Business Disclosure Format (check one): Yes [ ] No[ X ]
--------------------------------------------------------------------------------
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
FRANCHISE CAPITAL CORPORATION
FINANCIAL STATEMENTS
September 30, 2007
--------------------------------------------------------------------------------
Franchise Capital Corporation
Balance Sheet
September 30,
2007
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
1,390
Total Current Assets
1,390
OTHER ASSTS:
Prepaid expenses
37,427
Loan Receivable - Aero Exhaust
1,882,500
Total Other Assets
1,919,927
TOTAL ASSETS
$
1,921,317
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses
$
17,112
Total Current Liabilities
17,112
TOTAL LIABILITIES
17,112
STOCKHOLDERS' EQUITY
Preferred Stock, Authorized 30,000,000 Shares, $.0001 Par Value, 0 Shares Issued and Outstanding
-
Common Stock, Authorized 5,000,000,000 Shares, $.0001 Par Value, 964,129,838 Shares Issued and Outstanding
96,413
Stock payable
344,152
Paid-in capital
12,161,007
Accumulated deficit
(10,697,367)
Total Stockholders' Equity
1,904,205
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
1,921,317
The accompanying notes are an integral part of these financial statements.
--------------------------------------------------------------------------------
Franchise Capital Corporation
Statements of Operations
(Unaudited)
For the Three Months Ended
September 30,
September 30,
2007
2006
EXPENSES:
Accounting fees
$
3,930
$
125
Administrative expense
47,500
-
Contracted labor
20,500
16,000
Investor relations
9,028
-
Legal and professional fees
21,514
10,158
Rent
-
-
Salaries
-
-
G&A expenses
3,381
6,969
Total Expenses
105,853
33,252
TOTAL LOSS
(105,853)
(33,252)
OTHER INCOME (EXPENSE):
Settlement costs
(143,505)
-
NET INCOME (LOSS)
$
(249,358)
$
(33,252)
WEIGHTED AVERAGE SHARES
944,704,809
72,062,852
NET LOSS PER SHARE
(0.0003)
(0.0005)
The accompanying notes are an integral part of these financial statements.
--------------------------------------------------------------------------------
FRANCHISE CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
September 30,
September 30,
2007
2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss
$ (249,359)
$ (33,252)
Adjustments to reconcile net loss to net cash used
by operating activities:
Stock issued for services
71,250
-
Settlement costs
143,505
-
Decrease in prepaid expenses
(37,427)
-
Increase (decrease) in accounts payable and accrued liabilities
33,335
33,292
Net Cash Used by Operating Activities
(38,696)
40
CASH FLOWS FROM INVESTING ACTIVITIES
Issuance of Loan Receivable
(7,500)
-
Net Cash Used by Investing Activities
(7,500)
-
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft
-
(16)
Net Cash Provided by Financing Activities
-
(16)
INCREASE IN CASH AND EQUIVALENTS
(46,196)
24
CASH AND EQUIVALENTS, BEGINNING OF PERIOD
47,586
-
CASH AND EQUIVALENTS, END OF PERIOD
$ 1,390
$ 24
Non-Cash Financing Activities:
Stock issued for extinguishment of debt
$ 302,048
$ -
The accompanying notes are an integral part of these financial statements.
--------------------------------------------------------------------------------
FRANCHISE CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2007
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Franchise Capital Corporation (the “Company”) a Nevada corporation, was incorporated on July 6, 2001. The Company was formerly named Cortex Systems, Inc. In December of 2004 the Company changed its name to Franchise Capital Corporation, to more accurately reflect its business of developing and franchising casual dining restaurants. The Company acquired the rights to four franchise concepts. Effective December 24, 2004, the Company became as an internally managed, closed end investment company electing to be treated as a business development company under the Investment Company Act of 1940, as amended.
In August 2006, the Company abandoned its business model and liquidated all of its investment holdings. On March 13, 2007, the Company held a shareholder meeting at which the Company’s shareholders voted to withdraw the Company’s election to be a business development company as defined by the 1940 Act. On March 14, 2007, the Company filed for N-54C to formally withdraw the Company’s BDC status.
On October 4, 2007, the Company exchanged, pursuant to a Share Exchange Agreement with TTR-HR, Inc. (d/b/a Aero Exhaust, Inc.) (“Aero”) (the “Share Exchange Agreement”), an aggregate of 1,114,285,700 shares of its common stock for all of the issued and outstanding common stock of Aero.
In connection with the Share Exchange Agreement, the Company entered into a Commercial Revolving Line of Credit (the “Line of Credit”) under which it advanced a total of $1,875,000 to Aero. The terms of the Line of Credit called for any unpaid balance to be converted into shares of Aero common stock immediately prior to the Closing of the Share Exchange Agreement. Aero’s shareholders accepted the redemption of the Line of Credit payable to the Company as part of the Share Exchange Agreement, which resulted in the Company’s historic shareholders holding 600,000,000 shares of the Company’s issued and outstanding common stock.
Immediately following the closing, there were 1,714,285,700 shares of the Company’s common stock outstanding and Aero became a wholly-owned subsidiary of the Company.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred material operating losses, has continued operating cash flow deficiencies and has working capital deficit at September 30, 2007. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the share exchange with Aero Exhaust will result in the Company’s achieving profitability in the short term; however, there is no guarantee that Aero’s operations will prove profitable. The accompanying financial statements do not include any adjustments that might result from this uncertainty. These financial statements should be read in conjunction with the Company’s annual report for the year ended June 30, 2007 as filed on Form 10-KSB.
NOTE 2 – COMMON STOCK
In November 2006, the Company agreed to settle litigation with Golden Gate Investors on a past-due convertible debenture. Under the terms of the settlement, the Company placed 843,818,400 shares of its restricted common stock into an escrow account for satisfaction of the debenture. Golden Gate is allowed to withdraw the shares from escrow provided that their overall holdings in the Company do not exceed 4.9% of all issued and outstanding common stock. The debenture obligation is reduced by 80% of the average of the five lowest closing bid prices of the Company’s common stock over a 90-day period prior to the share withdrawal multiplied by the number of shares being withdrawn. Under the terms of this settlement, as of October 23, 2007, 455,333,490 shares have subsequently been released from escrow and the debenture balance has been satisfied in full. During the quarter ended September 30, 2007, 531,221 shares were issued.
In connection with the debenture settlement with Golden Gate, Golden Gate entered into a stock purchase agreement which required Golden Gate to purchase $100,000 of the Company’s restricted common stock for every $10,000 in debenture redeemed through the escrow. The Company previously received $2,206,501 from Golden Gate as an advance on future stock purchases under the agreement. As of September 30, 2007, the Company had sold 1,862,349 shares of restricted common stock to Golden Gate for $1,862,349 under the agreement, which was offset against the advance. The remaining advance of $344,152 has been recorded as Stock Payable in the accompanying financial statements.
--------------------------------------------------------------------------------
During the three months ended September 30, 2007, the Company satisfied back salaries amounting to $127,048 due to former employees and management through the issuance of 14,946,830 shares of common stock issued pursuant to a form S-8 registration. In addition, 7,058,824 shares were issued under Form S-8 to consultants for services valued at $60,000.
During the three months ended September 30, 2007, the Company issued 1,125,000 shares of restricted common stock as consideration for $11,250 in services rendered valued at $0.01 per share.
During the three months ended September 30, 2007, the Company issued a total of 17,500,000 shares of common stock to satisfy debt obligations of $31,495. The shares were issued under a settlement agreement filed with the 12th Circuit Court in Sarasota County, Florida, pursuant to Section 3(a)10 of the Securities Act of 1933.
NOTE 3 - SUBSEQUENT EVENTS
On October 4, 2007, the Company accepted the resignations of Steven Peacock as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, Robert McCoy as the Company’s Chairman of the Board of Directors, James Bickel as a member of the Board of Directors and Gary Nerison as a member of the Board of Directors. These resignations are in connection with the consummation of the Share Exchange Agreement with Aero and the appointment of new directors do not arise from any disagreement on any matter relating to the Company’s operations, policies or practices, nor regarding the general direction of the Company. None of these directors served on any subcommittees of the Board of Directors. Effective as of the same date the Company elected and appointed Bryan Hunsaker as Chairman and Chief Executive Officer of the Company, Shane Traveller as Interim Chief Financial Officer and Secretary, and Robert McMichael as a Director.
On October 4, 2007, the Company and Aero concluded the Share Exchange. As a result of the transaction, the Company agreed to issue a total of 1,114,285,700 new shares of restricted common stock, bringing the total number of shares of issued and outstanding common shares to 1,714,285,700. The shares are being issued in exchange for 6,745,456 shares of Aero common stock, representing 100% of the total issued and outstanding shares of Aero, and the satisfaction of Aero debt of $4,458,519. As of October 11, 2007, 1,977,814 shares of Aero (representing 15%) had not been tendered for exchange and continue to be held by minority shareholders. This resulted in 166,407,263 shares of the 1,114,285,700 new shares of the Company’s common stock being placed in an escrow for the future exchange of the remaining Aero stock. As a result of the Share Exchange Agreement, the shareholders of Aero presently control approximately 65% of the total issued and outstanding shares of the Company. Aero elected to become the successor issuer for reporting purposes for all periods subsequent to September 30, 2007.
The following consolidated pro-forma financial statements reflect the balance sheet and statement of operations as of September 30, 2007 for Franchise Capital and Aero Exhaust:
Consolidated Balance Sheet
As of September 30, 2007
Cash & Cash Equivalents
$ 27,083
Accounts Receivable
151,201
Other Current Assets
352,748
Total Current Assets
531,032
Fixed Assets, net of depreciation
110,875
Goodwill, net of impairment
12,859,605
Total Assets
$ 13,501,512
Current Liabilities
Accounts Payable
$ 363,163
Current Portion of Debt
944,063
Total Current Liabilities
1,307,226
Equity
12,194,286
Total Liabilities & Equity
$ 13,501,512
Consolidated Income Statement
For the Quarter Ended September 30,
2007
2006
Revenues
$ 170,461
$ 166,178
Cost of Goods Sold
(78,261)
(54,700)
Gross Profit
92,200
111,478
General & Administrative Expenses
449,329
299,797
Settlement Costs
143,505
-
Sales & Marketing Expenses
82,685
734,182
Total Expenses
532,014
1,033,979
Net Loss
$ (439,814)
$ (922,501)
--------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K.
Item 2. Management’s Discussion and Analysis or Plan of Operation
General
Franchise Capital Corporation (the “Company”) was formed as a Nevada corporation on July 6, 2001 under the name Cortex Systems, Inc. They were originally a development stage company that intended to establish memory clinics in several different locations in North America. Unfortunately, the Company was unable to successfully execute its business plan. In July of 2003, the Company changed its name to BGR Corporation. Along with the name change came a new management and ownership team. The intention of management is to acquire new innovative fast-casual restaurant concepts, develop them into a profitable working design, and franchise them across the country. The Corporation's partner, American Restaurant Development Company, is a professional restaurant designer, franchiser, and restaurant management company where principles have extensive experience in the industry. In December of 2004 the Company changed its name to Franchise Capital Corporation. The names “Franchise Capital Corporation”, "we", "our" and "us" used in this report refer to Franchise Capital Corporation.
On December 23, 2004, the company elected to be regulated as a Business Development Company (BDC) as outlined in the Investment Company Act of 1940 by filing a Form N-54A. As a BDC, the Company focused on investing and developing restaurant franchise companies and made several investments (discussed below). During the fourth quarter of 2006, the Company abandoned its business model and liquidated all of its investment holdings. On March 13, 2007, the Company held a shareholder meeting at which the Company’s shareholders voted to withdraw the Company’s election to be a business development company as defined by the 1940 Act. On March 13, 2007, the Company filed for N-54C to formally withdraw the Company’s BDC status.
On October 4, 2007, the Company and Aero concluded the Share Exchange. As a result of the transaction, the Company agreed to issue a total of 1,114,285,700 new shares of restricted common stock, bringing the total number of shares of issued and outstanding common shares to 1,714,285,700. The shares are being issued in exchange for 6,745,456 shares of Aero common stock, representing 100% of the total issued and outstanding shares of Aero, and the satisfaction of Aero debt of $4,458,519. As of October 11, 2007, 1,977,814 shares of Aero (representing 15%) had not been tendered for exchange and continue to be held by minority shareholders. This resulted in 166,407,263 shares of the 1,114,285,700 new shares of the Company’s common stock being placed in an escrow for the future exchange of the remaining Aero stock.In connection with the Share Exchange Agreement, the Company entered into a Commercial Revolving Line of Credit (the “Line of Credit”) under which it advanced a total of $1,875,000 to Aero. The terms of the Line of Credit called for any unpaid balance to be converted into shares of Aero common stock immediately prior to the Closing of the Share Exchange Agreement. Aero’s shareholders accepted the redemption of the Line of Credit payable to the Company as part of the Share Exchange Agreement, which resulted in the Company’s historic shareholders holding 600,000,000 shares of the Company’s issued and outstanding common stock. As a result of the Share Exchange Agreement, the shareholders of Aero presently control approximately 65% of the total issued and outstanding shares of the Company.
--------------------------------------------------------------------------------
Immediately following the closing, there were 1,714,285,700 shares of the Company’s common stock outstanding and Aero became a wholly-owned subsidiary of the Company. For reporting purposes, Aero elected to become the successor issuer to Franchise Capital for all periods subsequent to September 30, 2007.
On October 4, 2007, the Company accepted the resignations of Steven Peacock as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, Robert McCoy as the Company’s Chairman of the Board of Directors, James Bickel as a member of the Board of Directors and Gary Nerison as a member of the Board of Directors. These resignations are in connection with the consummation of the Share Exchange Agreement with Aero and the appointment of new directors do not arise from any disagreement on any matter relating to the Company’s operations, policies or practices, nor regarding the general direction of the Company. None of these directors served on any subcommittees of the Board of Directors. Effective as of the same date the Company elected and appointed Bryan Hunsaker as Chairman and Chief Executive Officer of the Company, Shane Traveller as Interim Chief Financial Officer and Secretary, and Robert McMichael as a Director.
RESULTS OF OPERATIONS
Three months ended September 30, 2007 compared to three months ended September 30, 2006
During the quarter ended September 30, 2007, the Company experienced a net loss of $249,358 compared to a net loss of $33,252 for the same period in 2006. The current period loss is primarily due to settlement costs of $143,505 related to debt reduction of $31,495 and $47,500 in administrative expenses.
The Company generated no revenues for the three month period ended September 30, 2007 and September 30, 2006.
Liquidity and Capital Resources
The Company’s financial statements present an impairment in terms of liquidity. As of September 30, 2007 the Company had $17,112 in current liabilities and $1,390 in current assets. The Company has accumulated $10,697,367 of net operating losses through September 30, 2007 which may be used to reduce taxes in future years through 2027. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry forwards. The potential tax benefit of the net operating loss carry forwards have been offset by a valuation allowance of the same amount. The Company has not yet established revenues to cover its operating costs. Management believes that the share exchange with Aero Exhaust will result in the Company’s achieving profitability in the short term; however, there is no guarantee that Aero’s operations will prove profitable. In the event the Company is unable to generate profits and if suitable financing is unavailable, there is substantial doubt about the Company’s ability to continue as a going concern.
Item 3. Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, Bryan Hunsaker, our chief executive officer and Shane Traveller, our chief financial officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Mr. Hunsaker and Mr. Traveller concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
It should be noted, however, that no matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems (including faulty judgments in decision making or breakdowns resulting from simple errors or mistakes), there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Additionally, controls can be circumvented by individual acts, collusion or by management override of the controls in place.
--------------------------------------------------------------------------------
PART II. Other Information
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In November 2006, the Company agreed to settle litigation with Golden Gate Investors on a past-due convertible debenture. Under the terms of the settlement, the Company placed 843,818,400 shares of its restricted common stock into an escrow account for satisfaction of the debenture. Golden Gate is allowed to withdraw the shares from escrow provided that their overall holdings in the Company do not exceed 4.9% of all issued and outstanding common stock. The debenture obligation is reduced by 80% of the average of the five lowest closing bid prices of the Company’s common stock over a 90-day period prior to the share withdrawal multiplied by the number of shares being withdrawn. Under the terms of this settlement, as of October 23, 2007, 455,333,490 shares have subsequently been released from escrow and the debenture balance has been satisfied in full. During the quarter ended September 30, 2007, 531,221 shares were issued.
In connection with the debenture settlement with Golden Gate, Golden Gate entered into a stock purchase agreement which required Golden Gate to purchase $100,000 of the Company’s restricted common stock for every $10,000 in debenture redeemed through the escrow. As of September 30, 2007, the Company had sold 1,862,349 shares of restricted common stock to Golden Gate for $1,862,349 under the agreement. In addition, the Company received $2,206,501 from Golden Gate as an advance on future stock purchases under the agreement. The advance has been recorded as Stock Payable in the accompanying financial statements.
During the three months ended September 30, 2007, the Company satisfied back salaries amounting to $127,048 due to former employees and management through the issuance of 14,946,830 shares of common stock issued pursuant to a form S-8 registration. In addition, 7,058,824 shares were issued under Form S-8 to consultants for services valued at $60,000.
During the three months ended September 30, 2007, the Company issued 1,125,000 shares of restricted common stock as consideration for $11,250 in services rendered valued at $0.01 per share.
During the three months ended September 30, 2007, the Company issued a total of 17,500,000 shares of common stock to satisfy debt obligations of $31,495. The shares were issued under a settlement agreement filed with the 12th Circuit Court in Sarasota County, Florida, pursuant to Section 3(a)10 of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
The exhibits listed below are required by Item 601 of Regulation S-B.
Exhibit No.
Description
Location
3.1
Articles of Incorporation
*
3.2
Bylaws
*
14
Code of Ethics adopted December 23,2004
**
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
***
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
***
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
***
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
***
99(i)
Audit Committee Charter adopted December 23, 2004
**
* Incorporated by reference from Franchise Capital Corporation's Registration Statement on Form SB-2 filed on October 29, 2001.
** Incorporated by reference from Franchise Capital Corporation’s Annual Report on Form 10-K for the Fiscal Year Ended June 30, 2005 filed on September 30, 2005.
*** Filed herewith.
--------------------------------------------------------------------------------
SIGNATURE PAGE
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 13, 2007
/s/ Bryan Hunsaker
Bryan Hunsaker
Chief Executive Officer
--------------------------------------------------------------------------------
EXHIBIT 31.1
SECTION 302
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Bryan Hunsaker, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Franchise Capital Corporation;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 13, 2007
By: /s/ Bryan Hunsaker
Bryan Hunsaker, Chief Executive Officer
--------------------------------------------------------------------------------
EXHIBIT 31.2
SECTION 302
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Shane Traveller, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Franchise Capital Corporation;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 13, 2007
By: /s/ Shane Traveller
Shane Traveller, Chief Financial Officer
--------------------------------------------------------------------------------
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Franchise Capital Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bryan Hunsaker, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.
/s/ Bryan Hunsaker
Bryan Hunsaker
Chief Executive Officer
November 13, 2007
--------------------------------------------------------------------------------
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Franchise Capital Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Shane Traveller, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.
/s/ Shane Traveller
Shane Traveller
Chief Financial Officer
November 13, 2007
Thanks for proving that most of these Javelin plays deserve to be sub sub penny. LOL
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Scam Plays and DTC "Chilled" Stock - Beware of Both
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Since DTC is starting to "chill" or global lock quite a few stocks I thought it might be interesting to start gathering information on the various "chilled" stocks here. I'll be adding a list of the ones I know about in the near future. Please post information on any stocks you know of that have a DTC "chill" on them.
Not all DTC "chilled" stocks are scams, but, the end results to the long term shareholders appear to be the same.
**************************************************************************************************************
Here's some interesting reading for those with any concerns about speaking out freely with information about scams:
From IH Geek [Dave]
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=53187425
An excerpt:
"This is an important day for freedom, and a fatal blow to those who would attempt to silence our collective rights using foreign laws as their sword.
It is our great pleasure to announce today's enactment of the SPEECH ACT, otherwise known as the "Securing the Protection of our Enduring and Established Constitutional Heritage" Act. This is important legislation, not only for websites such as as iHub but also for individuals who wish to exercise their constitutionally protected right to express their views.
The new legislation, which was signed into law today, is based on the similar laws passed by New York, Florida and other states. It prohibits enforcement of foreign libel judgments in all U.S. courts of law when the foreign laws are not as protective as American law or do not comport with U.S. principles of due process. It also requires US courts to apply the immunity provided by 47 USC 230 with regard to foreign judgments against interactive websites like iHub. And perhaps most importantly, it provides the jurisdictional authority for US courts to issue declaratory judgments in favor of the US defendants in such foreign judgments, and provides for recovery of legal costs in incurred in doing so. No longer will US citizens and business be held hostage to libel judgments obtained in countries with archaic libel laws that do not respect the constitutional and statutory protections provided by US law.
It should also be noted that this bipartisan legislation passed both the House and the Senate unanimously. That speaks strongly to the will of Congress and the American people; in this age there are scant few matters before the Congress that would garner unanimous support.
Our thanks and congratulations go to Congressman Steve Cohen for originally proposing this legislation, and to Dr. Rachel Ehrenfeld who spearheaded support for the legislation. We also acknowledge the members of both parties in the Judiciary Committees of the House and Senate for getting the legislation right and getting it enacted without opposition.
We recognize and congratulate those of you who have held your ground in the face of intimidation from foreign operators."
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Here's an example of the type of scam stock I'd like to see listed here:
OTC BB | Medical - Healthcare | EYI Industries (EYII)
http://investorshub.advfn.com/boards/board.aspx?board_id=4264
Dirty shell is an understatement here:
If you go to the State of Nevada you will see their corporate status has been revoked:
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=OBGnrqpH6oP8sHIelJilxA%253d%253d&nt7=0
Pinksheets has them as Caveat Emptor
EYII closed it's doors on April 2, 2009. Website came down and nobody heard from the company again. A number of reps are now trying to file a class action lawsuit against the company. They stopped paying reps after this point. In the weeks and months leading up to April 2009, they had begun putting caps on distributor checks. After this time, the patent holder/inventor of Calorad took his product to ASANTAE, inc to allow them to distribute. EYII never owned Calorad or the rights to distribute it. Try googling for EYII distributors, and you will not find a single one that is active. There are a few that have moved onto other MLM companies, and have maintained their old telephone numbers, but they will tell you that EYII went out of business last year. Evidently, the story is that 2 people embezzeled or defrauded the company of all their cash and they went belly up. They left all their reps high and dry and even wiped out their downlines of customers, because they took down the website and they were not able to access their downlines.
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This Forum used to be for the discussion of Javelin Advisory Group Stock Plays, however, the company no longer exists. Please feel free to use this board for any scams you find. Just provide links to prove your assertion.
Website
http://www.javelinadvisory.com/ (JAVELIN out of business) email addressed to site is returned undeliverable and last blog entry on the site is from 2008. There are no current Javelin plays.
Incorporated
http://nvsos.gov/sosentitysearch/
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=hzBwHZy%252bH0oxx8dilMyxDg%253d%253d&nt7=0 shows that JAVELIN is in default status with the State of Nevada.
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All messages, including iBox content, are the opinion of the posters, are no substitute for your own research, and should not be relied upon for stock trading or any other purpose.
Rules of the board according to IHUB:
http://www.investorshub.com/boards/complex_terms.asp
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