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Hey, isn't it considered SPAM and a TOS violation if you keep reposting the same thing over and over??? Quit asking why I am here!!!!!
You just pointed to another reason I am here...other than the most obvious one - entertainment...
<<You are making this company look bad and there are people that read these boards and use it to base their decisions on. Yes believe it or not there are people who do no dd and just invest on the word of this board.>>
So you think that people should visit a board and listen to just cheerleaders??? Ask a few of those over on the HSM CSHD board how that all worked out for them - that was exactly the way they ran it - you either cheered or you were banned. I have no doubt the MOMO's prefer it the cheerleading way - but those bagholders are holding those same shares that the cheerleaders once had.
A life lesson for you - never assume a gun waving around the air is empty!
Yeah - read the next line - becoming the successor issuer to the company would create additional violations. that might explain why they will make it a wholly owned subsidiary.
In December 2006, the Company executed a letter of intent with Aero Exhaust, Inc., a privately-held company, the effect of which will result in Aero becoming the successor issuer to the Company. The Company believes that consummating this transaction while still reporting under the 1940 Act would create additional 1940 Act violations.
Wait right there!!!! Where or when did I say this was a scam???? Where did I say buy or sell? I am here for discussions - you are reading way too much into my posts. I am a skeptic - I raise questions.
Just becausej I posted on one site that turned out to be a scam doesn't mean I think they are all scams!
Nite nite to you too!
Are they planning to spinoff Aero? That filing said it would be a wholly owned subsidiary - you can't own shares in just part of the company...
Numerous things will change with the company if they withdraw as a BDC. I smell the need to sell stock to raise some money - can Aero revenues support all those shares???
I highly recommend you reread that filing...especially page 18 - 20 starting here: ...In addition, the Board believes the 1940 Act contains the following requirements which would not be required if the election were withdrawn:
(a)
The Company is currently prohibited from raising capital through the issuance and sale of stock if it is sold below NAV. If the Company withdraws its election, it can raise money through the sale of its stock based on fair market value, even if that value is less than NAV;
...
geez - you guys can be mean!
BTW - Obi isn't LadyTrader from HSM by any chance?
Yeah, I know about reverse mergers. I guess I am a bit stumped when I read in the filing today about Aero will become a wholly owned subsidiary of the company....doesn't sound like they are crawling into a shell to me...
The 1940 Act requires that BDC’s invest in eligible portfolio companies as a predicate for conducting business as a BDC. Between June 30, 2006 and December 31, 2006, the Company disposed of all of its portfolio assets and is now effectively without operations. In December 2006, the Company executed a letter of intent with Aero Exhaust, Inc., a privately-held company, the effect of which will result in Aero becoming the successor issuer to the Company. The Company believes that consummating this transaction while still reporting under the 1940 Act would create additional 1940 Act violations. On January 12, 2007, the Company executed a definitive agreement with Aero Exhaust, Inc. which calls for a share exchange of common stock between the Company and Aero Exhaust, Inc. Under the terms of the definitive agreement, the Company can exchange up to 95% of its total capital stock for up to 100% of the total capital stock of Aero Exhaust, Inc. The specific share amounts will be determined at closing, which is anticipated to take place once the Company is current with its financial statement filings and Aero Exhaust, Inc. has completed an audit of its historical financial statements, presently anticipated for the second quarter of 2007. At the time of closing Aero Exhaust, Inc. will become a wholly owned subsidiary of the Company.
OLD? as in hours old? It hasn't even been voted on! It is time to discuss it BEFORE the vote!
http://www.sec.gov/Archives/edgar/data/1160598/000126246307000012/fccn14a.htm
I bet they wouldn't do it intentionally! LOL!
I want to save your post..
Posted by: janeverite
In reply to: The_Free_Nebula who wrote msg# 23539
Date:1/20/2007 12:16:23 AM
Post #of 23571
Thats right..they are all out to get us. AERO is part of the plot to...they just mindlessly decided, hey...lets get together with some shady charactors and company and drive our company into the ground, and get as much negative exposure as possible because we have afterall, we have a national product whose sales will greatly benefit from trying to scheme the public.
Makes sense to me.
Geeez
Excuse me - That is from the filing from Today - I think it should be discussed...investors will be voting on it! why not help them understand what they are voting on!
Note - These are the types of things that make a stock go down - irreversible or cost prohibitive to correct - so withdraw???
Historical Non-Compliance with the Investment Company Act of 1940
Since electing to be regulated as a BDC, the Company has engaged in multiple transactions that either violated or potentially violated the Investment Company Act of 1940. Some of these violations have been corrected; however, some violations are either irreversible or else would be cost prohibitive to correct. The following violations have been noted:
§
The Company previously issued Series C preferred stock which contained provisions that violated Sections 18 and 61 of the 1940 Act. During 2006, the Company reverse split the preferred stock in tandem with a reverse split of the common stock; however, the stock remains in violation of Section 61 of the Act by virtue of its conversion feature and Section 18 by virtue of its voting rights. When originally issued, the Company believed that the Preferred securities issued were fully compliant with the 1940 Act. The Company has attempted unsuccessfully to restructure the Preferred Stock in a manner that would be compliant with the 1940 Act.
§
The Company previously issued convertible debentures that were in violation of Section 61 of the 1940 Act in that the debentures were convertible at rates less than fair market on the date of grant and were issued without shareholder approval. The Company believed that the nature and features of the convertible debentures were such that the instruments would not be governed by Section 61; however, the Commission subsequently determined that Section 61 did apply and that the debentures did not comply.
§
The 1940 Act requires that companies filing there under be fully reporting and current with all filing requirements of the Securities Act of 1934. The Company is delinquent in filing its annual and quarterly financial statements, resulting in a violation of the 1940 Act. Management is working with the Company’s independent auditors to prepare and file all necessary periodic reports to bring the Company current with its filing requirements. The Company anticipates making all such financial statement filings before February 28, 2007.
§
The 1940 Act requires that BDC’s invest in eligible portfolio companies as a predicate for conducting business as a BDC. Between June 30, 2006 and December 31, 2006, the Company disposed of all of its portfolio assets and is now effectively without operations. In December 2006, the Company executed a letter of intent with Aero Exhaust, Inc., a privately-held company, the effect of which will result in Aero becoming the successor issuer to the Company. The Company believes that consummating this transaction while still reporting under the 1940 Act would create additional 1940 Act violations. On January 12, 2007, the Company executed a definitive agreement with Aero Exhaust, Inc. which calls for a share exchange of common stock between the Company and Aero Exhaust, Inc. Under the terms of the definitive agreement, the Company can exchange up to 95% of its total capital stock for up to 100% of the total capital stock of Aero Exhaust, Inc. The specific share amounts will be determined at closing, which is anticipated to take place once the Company is current with its financial statement filings and Aero Exhaust, Inc. has completed an audit of its historical financial statements, presently anticipated for the second quarter of 2007.
§
The Company has at various time since electing to become a BDC failed to either maintain a surety bond as required by the Act, engage a Chief Compliance Officer, maintain a board of directors that is majority independent, and failed to implement all necessary internal controls to ensure ongoing compliance with the Act. While not presently in violation on these matters, the Company has previously committed each of these violations, the result of which could expose the Company to enforcement action by the Commission.
How about this - does this scare you? We will keep it to the latest filings -
Delinquency of Financial Statements
The Company has not filed its periodic financial reports since September 30, 2005. During this time, there have been substantial and material changes to the Company’s operations and financial condition. Most notably, during the year ended December 31, 2006, the Company disposed of substantially all of its assets in satisfaction of debt obligations. As of December 31, 2006, the Company should be considered a shell corporation with approximately $140,000 in accounts payable and accrued expenses. If the Company’s current financial statements were available, there may be information contained therein that could have a material effect on the shareholders decision whether or not to approval the withdrawal of election. Ordinarily, such financial statements should be read in tandem with this Form 14-A. The Company is presently having its financial statements audited or reviewed for all applicable periods and intends to file the appropriate period reports for all delinquent periods on or before February 28, 2007.
Notwithstanding the absence of current financial statements, the Board of Directors believes that it is in the best interests of the Company and its shareholders to immediately withdraw the BDC election for the reasons hereinabove enumerated.
The following unaudited summary financial information for the Company is provided as of December 31, 2006:
Current Assets
$26,699
Total Assets
$26,699
Current Liabilities
$187,932
Total Liabilities
$187,932
Common Stock
$7,688
Additional Paid-in Capital
$7,466,849
Retained Deficit
$(7,672,818)
Other Equity Items
$37,068
Total Equity
$(161,233)
_______
Have you figured out why they want to withdraw as a BDC??
BB, just curious, are you planning to vote to withdraw the company being treated as a BDC???
Did you read what it said about what may happen when that occurs? The dilution part?
"If the stockholders approve this proposal and the Board withdraws the Company’s election to be treated as a BDC, the Company would no longer be subject to regulation under the 1940 Act, which is designed to protect the interests of investors in investment companies. However, the Board would still be subject to customary principles of fiduciary duty with respect to the Company and its stockholders.
As an operating company, the Company (i) would not be limited in the amount of excessive leverage that it could incur, (ii) would be permitted to issue restricted stock absent an order from the Commission, and (iii) would not be limited in the amounts or types of compensation that it could pay to executives. Each of these could result in increased dilution to our common stock shareholders."
No, I was responding to your STATEMENT and CLAIM that they would have done all their DD prior - I am just a skeptic - it's safer that way.
Hell for all I know FCCN got trapped! I haven't finished my DD and I haven't seen any audit - and either has FCCN or AERO.
If you are invested - I hope so. I prefer to check out stuff myself.
That is one thing I NEVER EVER do! Do you know what a conflict of interest is? Have you ever talked to a company official and he told you BAD news? I don't do DD that way - anyone could pretty well guess what someone like Andrew would say. So many "investors" get caught up in actually talking to an officer of the company and thrive on the "special treatment" they forget about that conflict.
Nope - repeating something on a message board from any officer of a company is nothing but a pump and you better believe that the people running the companies use and abuse this.
Hey, I am not trying to frighten anyone! If you have done your DD BEFORE you jumped on board than you definitely should not be frightened of anything I post. Let's just say that Golden Gate involvement sends up a red flag - well so be it! Someone else brought up the toxic financing thing - not me. That is why I took the time to look up Golden Gate to see what that is all about. That is what people need to do - look up stuff that is being commented on. There would be far fewer little lambs led to slaughter if people really understood what they were investing in. Investors shouldn't be afraid to read the SEC filings either - yeah there is a lot of legal mumbo jumbo - but you would be surprised with reading through a few that it all starts to make sense. Reading PR headlines and PR's alone will make you one sorry poor investor....especially in pennyland.
Using YOUR theory again - how do those things actually translate into share value when you have no idea what the financials are????
Didn't mean to compare the two - I was commenting on the other poster's comment about whether Aero knew what they were getting into - wouldn't be the first time someone signs on the dotted line and never reads the fine print.
Thanks for the homework assignment - I don't know that much about this specific company - YET - but I will be more than happy to report what I find on Steven Peacock and his track record - I'll report later on that one.
BTW - yes I do talk alot - especially when asked questions..
Whoa! for a minute there I thought you were describing CSHD's merger with FHAL that had all that toxic financing!
Some shells are cleaner than others - some are cheaper than others and some have no clue what they are merging with....thus the wait for the audit to see what is what...
Lets hope Aero reviews all those SEC filings - or is it too late - they already are drawing down on that revolving loan...tsk tsk
Thanks to that appearance on HSM by Bodi/MikeAlexander followed the next night by Rufus on subpenny - got the MOJO back!
Sorry Charlie! But I don't believe there are any "true investors" here. I'll keep looking though! See you around!
Actually I am looking out for the investors that are being swayed with misinformation....how about that one? It happens you know!
Why are you YELLING at me??? I submitted the proof - read what was filed by the company with the SEC!
Check my posts again - maybe you don't know what substance is - try the SEC.GOV site I posted just prior to the latest release.
How many shares does Aero get??? You don't know that yet - still need an audit to determine. There will be dilution.
Blue Horse for the umpteenth time I am no bagholder of CSHD! Never was, never will be - get with the program.
From the filing I can not see how you can possibly have a full understanding when the amount of shares has not been determined yet in the exchange of shares to Aero. Saying there is no dilution is misleading when this number is not available and apparently won't be available until the audit is completed. Do you know what the conversion rate of shares will be for that loan to Aero from the revolving credit loan - They already drew down more than half of it?
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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. Under the terms of the definitive agreement, the Company can exchange up to 95% of its total capital stock for up to 100% of the total capital stock of Aero. The specific share amounts will be determined at closing, which is anticipated to take place once the Company is current with its financial statement filings and Aero has completed an audit of its historical financial statements, presently anticipated for the second quarter of 2007.
In conjunction with executing the definitive agreement, the Company agreed to a revolving commercial loan to Aero in the amount of $1,500,000, of which $850,000 was drawn down on January 12, 2007. 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 common stock at the time the share exchange closes.
You mean like they were accused of doing mentioned in the September 2005 10Qa filing??
4. CONVERTIBLE DEBENTURE
During the year ended June 30, 2004 the Company issued a 2-year 7.5% convertible
debenture amounting to Golden Gate Investors, Inc. "Golden Gate" to $85,000 with
interest payable monthly and due June 9, 2006. The debenture also included
non-detachable warrants for 2,500,000 shares of common stock. During the three
months ended December 31, 2004, this debenture was increased to $177,438. Upon
approval of the Company's change to a Business Development Company, the warrants
were cancelled. As of September 30, 2005, we currently owe $220,927.
Subsequent to September 30, 2005, the Company contacted Golden Gate regarding
what we believe may be securities law violations in connection with transactions
involving the convertible debenture and its related warrants and agreements.
Among other things, the Company believes Golden Gate violated Section 16 of the
Securities Exchange Act of 1934 when they converted nearly 12% of the Company's
outstanding shares and immediately resold shares in the market. The Company has
terminated all agreements with Golden Gate, and is currently seeking legal
counsel to advise it regarding pursuing Golden Gate for short swing profits
resulting from the purchase and sale of shares.
On October 14, 2004 the Company issued a six month convertible debenture
amounting to $25,000, with interest payable at the end of the term. The
debenture may be converted, at the option of the holder, into common shares of
the Company. The conversion price is 50% of the closing bid on the day the
Company receives notice of conversion. The debenture may be converted, at the
option of the Company, into common shares of the Company. The conversion price
is 50% of the closing bid on the day the Company receives notice of conversion.
As of September 30, 2005 this debenture was paid in full.
On October 4, 2004, the Company issued a six month convertible debenture
amounting to $25,000, with interest payable at the end of the term. The
debenture may be converted, at the option of the holder, into common shares of
the Company. The conversion price is 50% of the closing bid on the day the
Company receives notice of conversion. The debenture may be converted, at the
option of the Company, into common shares of the Company. The conversion price
is 50% of the closing bid on the day the Company receives notice of conversion.
As of September 30, 2005 this debenture was paid in full.
On December 1, 2004, the Company issued a twelve month convertible debenture
amounting to $50,000, with interest of $1,250 payable quarterly beginning March
1, 2005. The debenture may be converted, at the option of the holder, into
common shares of the Company. The conversion price is 50% of the closing bid on
the day the Company receives notice of conversion. The debenture may be
converted, at the option of the Company, into common shares of the Company. The
conversion price is 50% of the closing bid on the day the Company receives
notice of conversion. On August 15, 2005 we sold a portfolio investment, and as
part of the negotiated sales price, this debenture was assumed by the buyer.
On January 17, 2005 the Company issued a twelve month convertible debenture
amounting to $35,000, with interest payable at the end of the term. The
debenture may be converted, at the option of the holder, into common shares of
the Company. The conversion price is 50% of the closing bid on the day the
Company receives notice of conversion. The debenture may be converted, at the
option of the Company, into common shares of the Company. The conversion price
is 50% of the closing bid on the day the Company receives notice of conversion.
As of September 30, 2005 this debenture was paid in full.
On July 21, 2004 the Company issued a twelve month convertible debenture
amounting to $50,000, with interest payable monthly. The debenture may be
converted, at the option of the holder, into common shares of the Company. The
conversion price is 50% of the closing bid on the day the Company receives
notice of conversion. The debenture may be converted, at the option of the
Company, into common shares of the Company. The conversion price is 50% of the
closing bid on the day the Company receives notice of conversion. As of
September 30, 2005 this debenture was paid in full.
12
For the debentures issued in the period ended September 30, 2005, the Company
computed the beneficial conversion feature to be equal to the face amount of the
debentures. The $244,410 discount is being amortized over the terms of the debt.
During the quarter ended September 30, 2005, $29,321 of the discount was
amortized leaving a remaining discount of $0.
Convertible debt outstanding at September 30, 2005 is convertible into
16,944,385 shares of common stock.
Well, if you think posting the company filings from the SEC.GOV website is a BASH - that's your call. You read them, I assume??
Yeah, bashers don't bash bad stocks - you obviously read the bashers' handbook. Definitely a sign to buy more - LOL!!!
sounds EXHAUSTING...
sorry I edited the post - try again.
http://www.sec.gov/cgi-bin/browse-edgar?company=franchise+capital&CIK=&filenum=&State=&a....
type in Franchise Capital in company name and click on SEARCH
http://www.sec.gov/cgi-bin/browse-edgar?company=franchise+capital&CIK=&filenum=&State=&a...
try clicking on a few of the HTML filings -
http://www.sec.gov/Archives/edgar/data/1160598/000126246307000011/fccn8kitem101.htm
try this for getting the REAL information. and it's FREE!
like you had many more IQ points to drop...nothing like that old IGGY button - works better than sticking your head in the sand - or sticking your fingers in your ears...
You don't know who I am, do you??? I've never owned CSHD, I just discussed it - just part of the "festering Pool" of Bashers over there.
Don't be so nasty, I might be tempted to stay around and chat this stock up - you might NOT want that.
DUH!!! no kidding - you obviously don't know my humor! I wouldn't have even suggested it since someone might have actually done it!
Yup, I know nothing...
If you think so!
Bye Bye - this was just a drive-by - I'll be back later with some really GOOD news!
Read my posts - you will see I never owned that stock - NEVER.
Maybe he should try a market order - LOL!!!