Which investors are you referring to?? I hope you understand that the current AERO shareholders will receive restricted stock in this transaction.. and the only free-trading shares will be those owned by current FCCN shareholders. This was included in a recent PR.

Hey Bellman!!! It's finally here!!! Can you believe it?? Wow, the next few weeks are just going to be crazy.. boy does it feel good to be AERO!!!

The Class B Common cannot be sold as they are restricted.. there may even be additional restrictions attached to them and I will find that out tomorrow. My understanding right now is that they are for voting rights only.. but again, I will confirm this with Joe Emas tomorrow.. When I asked Mark Knight today for specifics about them he said that they are restricted but for any further clarification he would have to pull the paperwork.

flaflyersfan.. these shares are registered.. no doubt.. but they have not been awarded or granted in any form or fashion as yet.. if you like to get clarifiction on this please call IR or refer to the subsequent filings going forward.

Never in my life have I heard "toxic" used to describe S8 shares.. free-trading, yes... dilutive, yes..but they are not convertible in any way.. they are what they are.. I would say that a convertible debenture is "toxic".. in that a relatively small obligation can easily mushroom and have a large dilutive impact.. now THAT is "toxic".

There is no hiding here.. nothing sneaky.. again, they are what they are. I would venture to guess that you don't have much experience with the various forms of "toxic" financing which is why you made these commments.. no big deal.. it's what I've come to expect out here.

flayerflan.. the shares were "approved" within the plan.. but they haven't been awarded as grants.. therefore they are most certainly not free trading as yet.

Sorry, I wasn't questioning the date.. what I'm questioning is what it has to do with "Toxic Filings".. seems strange for you to post it here if you do not know what it pertains to.. Not ALL filings are "Toxic".. And this one is certainly not.

FYI.. the S8 filing you have referenced was filed yesterday. It's purpose is to create a Stock Plan that will be available for grants over the next year.. the shares have not been awarded yet.

Here here!! lol.. But actually, while I obviously can't speak for all longs..I think if you polled them you would find that the core longs are VERY secure in their invesmtment.. Most of us have been in the trenches for 9 or 10 months.. or longer.. and we all know what a gem we have here.. we're so close now we can taste it!!!

Just received this e-mail back from Andrew..


Todd,

We are still on schedule. No further actions beyond the close itself are necessary. The share exchange basically effects the close.

Yes, losing voice is a job hazard for me, but I really have not had too many calls. It was more the throat and chest cold I caught. Should be good by Monday.

Talk to you soon.

Andrew
----- Original Message -----
From: Todd -------
To: investors@franchisecapitalcorp.net
Sent: Thursday, October 04, 2007 2:20 PM
Subject: FCCN Acquisition of AERO Exhaust


Andrew – I heard through the grapevine that you have lost your voice from all the calls so I thought an e-mail would be best. The questions I have are quite simple. Are we still on track for a close of FCCN’s acquisition of AERO this week? And are there any further actions that need to be taken prior to the close of this transaction?

Hope your voice comes around. Guess that’s one of the hazards of the job, right?


Thanks and Take Care,

Todd - -------

I asked Mark for total restricted stock, so that I could tie out the Officer totals and he said 2.85B Common, and 800M Common B. Which is actually 32M higher than the individual totals so I guess there could be one other employee who has 32M restricted stock.. but the Common B are definitely restricted.. the question is can they ever be traded or are they strictly for voting purposes.. I will find that out tomorrow.

Gold.. Not sure if they'll get a PR out but Drew confirmed several times yesterday and again today that he would request the release of the restriction so that anybody could call and confirm these numbers if they so choose. He did say that he would have to send it through Joe Emas, so I will definitely bring it up again tomorrow when we talk.

Over.. Per Mark they are also restricted.. and my understanding is that they can only be used for voting rights.. but this is one of the things I will get clarification on tomorrow.

jagram.. I'm not sure and will get clarification on that tomorrow.. Mark said the o/s was 10B.. but he didn't say that was just "common A".. I think that's what I wrote down because that's what I assumed, but I don't know for sure that's accurate.

Not sure what you are even trying to say there frankie.. float does not equate to PPS.. apples and oranges..lol.. if you are trying to understand why we're at .0002 with a float of only 5B.. well then I agree.. a bit strange.. perhaps people now would like to see what 5B has afforded them? Such as what new business developments have taken place that make this worth more than .0002.. And I can understand that.. I voiced this concern to Drew.. he responded with the statment that more updates will be forthcoming.. and so I will be eagerly awaiting those.. Numbers on subs, updates on any new agreements etc.. will all help investors make a decision going forward. At this point I think you can either sit tight or move on.. I, for one, have chosen to hold.

Just got off the phone with Mark Knight from Transfer Online.. Drew conferenced me in with him..

Here are my notes...

1) We went down through each of the Officers and none of them have sold shares.. all have restricted stock with a 144 legend not saleable for 2 years.

2) Share counts are as follows..again all are restricted

Drew Bhudu 2.848B

Doug Spadaro 450.9M

Tiuu Lochasingh 205.1M

Ricardo Moreno(sp?) 110.0M

Total O/S = 10B Common A
800M Common B

3) The 800M Common B are under Drew's name and give him voting rights to the company.. Not sure exactly how these work but he is going to conference me in with their attorney, Joe Emas, tomorrow afternoon to explain this.

4) I confirmed with Drew while I had Mark on the phone that he would be sending over an e-mail to Mark to release the restriction on the account and allow anybody to call to verify this information. Don't have a timeline there but hopefully this will be soon.

That's all for now folks.

And those unknowns will be answered soon.. I do find it funny how some try to work both sides of the coin by saying "something must be wrong..I can't believe PPS isn't higher with the merger so close".. and then in almost the same breath.. "there are so many unknowns"..lol Just an observation.. this is not directed at the poster I am responding to per se... but if there are "so many unknowns.. which I don't believe there are THAT many unknowns..relatively speaking.. at least not compared to what we had several months ago.. but if there are that many, and they will be answered soon within a range that I expect.. then we should expect some rather large appreciation in PPS soon as those who are/were apprehensive jump in.

It is hard to have confidence in company that is supposed to be 1 day away from a merger when the PPS is down 7%.

Interesting contraction in your posts.. did you not claim to have bought today at .025 today? Thanks.

Drew mentioned to me yesterday that they will be rolling out a bi-weekly (I think)or perhaps monthly investors update via a podcast on their website that should include Doug providing us with a business update and answering questions submitted through Stern & Company. Thanks should go out to Overhead for submitting that suggestion for us.. and I look forward to seeing these updates in the coming weeks, months.

Doesn't the post below tell us all we need to know about Mr. GipperRuss?? and of course, we welcome him being such a new member with less than 10 posts.. how interesting.

Posted by: GipperRuss
In reply to: Croireavenir who wrote msg# 79813 Date:10/2/2007 11:35:57 AM
Post #of 81391

For those about to ROCK! FCCN is definitely Ready to ROCK!

LOL You've got to be kidding.. right?? The company has provided all relevant information within their recently filed 10K.. which by the way, also included current information in the "Subsequent Events" section for the debenture and escrowed shares through 9/25..they even further updated that info in a PR through 10/1.

Any suggestion that they are not being forthright is very misleading to say the least.

The 8k does not signal the close of the acquisition..it is merely a reporting requirement by the SEC.. the close will be official when both groups of mgmt get together for the share exchange.. and the last communication that on the timeline for the acquisition stated that the share exchange was expected to take place this week.

An excerpt from the 10/1/07 PR is below.. link also provided.

Keep in mind that the acquisition will be consumated when the share exchange takes place in the next two days. So the escrow account MUST be closed before then.

http://biz.yahoo.com/iw/071001/0309381.html

Under terms of the close of Franchise Capital's acquisition of Aero Exhaust, any remaining amount on the convertible debenture to Golden Gate Investors will be settled before the acquisition is consummated, and the escrow account will be closed. The details of the final settlement of the amount remaining on the convertible debenture will be included in the Form 8-K filed subsequent to the close of the acquisition," Mr. Peacock said.

Me too! lol

i think it's logical to assume that the float is less than 5B.. after all, Drew and Doug have said all along that they have retained control of the company.. i.e. they own >50%.. I intend to confirm this today with the transfer agent.. Drew called me back yesterday with them on the line but I wasn't available to take their call.. will see if I can catch up with them today.

Bottom line.. in less than 24 hours (approx), the escrow account will be closed..which means the balance will be ZERO and the o/s heading into close will be determined..and of course, let's not forget, sometime in the next two days we will be AERO. Two wonderful developments are about to take place and there's nothing anybody can do to stop that!!

Change.. have you even read the filings??? You may want to familiarize yourself with this deal before you comment.. GGI was paid back through the conversion of the debenture.. look up the amount of shares issued to GGI from escrow.. then use a modest avg PPS to determine how much they received for those shares they sold.. the math is very simple and you will find that GGI was MORE THAN compensated for the measly $2.2M they paid out over a 10 month period. This wasn't just about re-paying a 220k debenture.. it was all packaged together.. look at Derbenski's post in response to you.. for once he/she and I agree.. these shares which you are making such a huge deal about are nothing more than a "throw away".. they are part of a deal which has them hinged to the financing and will be discarded after the deal is done. GGI has received probably 3 fold their money in less than 10 months.. and that IMO will satisfy even them.

And once again, you are grouping AERO in with most pinks which have no accountability to shareholders.. in this case the AERO shareholders, comprised of current AERO shareholders and FCCN shareholders, will control the bulk of the o/s.. not Mr. Hunsaker.. and not any other officer or Director.. and WE will have full recourse over the actions taken by Mgmt.. And any action such as you suggest would have to be ratified by the BOD.. which should be fully disclosed in the 8k shortly.. and I am very confident they will not put their necks on the line, knowing that ultimately they will have to answer to US, the shareholders, who can remove any one of them if things go awry.

Change.. you are missing the point.. the share purchase is nothing more than financing for the deal..GGI will have no interest in those shares and will most likely forget they even have them by the time they become unrestricted.. But, aside from that.. In addition to the safeguards I've alluded to that will be in place and guard against irresponsible actions such as you suggest, it is also worth pointing out (again) that the shares received by GGI would be subject to any split that the other common shares are subject to.. plain and simple. The fact that they are restricted has nothing to do with them being exempted.. the only thing that does is prevent them from selling for a year.. which by the way is good for us.. and thanks for bringing it up.. because not only will GGI's shares be restricted.. but so will the shares issued to current AERO shareholders.. in fact, only current FCCN shareholders will hold free-trading shares.. did you consider that?? So why on God's green earth would they R/S and damage ALL of their current AERO shareholders?? I think they would have a coup on their hands if they even considered it without good reason.. which by the way there is one.. and that is a R/S for uplisting purposes.. and I expect that at some point that will indeed happen.. and when it does, I fully expect it to be accretive in nature as a new round of investors join the fold.

By the way, did you ever make the call to a dealer you said you would today??? Did you not like the answers you received and therefore refused to post it?? Let me guess the dealer you spoke with told you he can't keep them in stock, has to special order them, and sells about 50 mufflers a month?? Wouldn't doubt it for a second.


Your post from yesterday:
I'll call my nearest local dealer tomorrow then, though it's nowhere near me. I'll be glad to post whatever they tell me is the number of Aero exhaust they sell per month, be it good or bad. They'll be honest, right? "Oh, we sell a lot of these". Auto parts dealers are famous for their honesty. But I'll call and post whatever they say, deal?

Again you are making assupmtions that have no basis in any facts whatsoever.. the $1 paid for the shares was the financing.. end of story.. And for you to suggest that without a doubt AERO needs money and will perform a R/S is also not supportable by any known facts. A much more plausible scenario is that through AERO's rapid expansion of both their dealer network and and distribution networks, they are now perfectly situated to fund not just their OpEx needs, but all of their CAPEX expenditures going forward..without the fins.. this is a more likely scenrio based on my dd.. in any event, there are current AERO shareholders who have written checks and personally handed these to Mr. Hunsacker expecting that he will act responsibly.. and going forward, the Board of Directors, and shareholders, who will own voting control over the company, will ensure that any actions taken by mgmt going forward will be responsible and in shareholder's best interests. I think this will become even more clear when the 8k is filed in the next week.

it might be possible that Hunsaker does not understand entirely all the specific dynamics and risks with going this route, and therefore makes AERO vulnerable to activities out of their control, and not in the best interest of shareholders

Please do elaborate on the above statement in bold. I'd like to hear these specific dynamics and risks that you foresee. thanks.

Change.. we've been over this before.. but IMVHO GGI is not concerned in the least about those shares they paid $1 for.. clearly those payments were setup for only two reasons.. to finance the R/M and also AERO's expansion plans.. If you look at the debenture redemption process, how much in total was FCCN expected to receive from those share purchases?? $2.2M. And how much was loaned to AERO?? $1.9M.. the rest was needed to cover merger expenses along the way.

GGI knew good and well that they would receive their money back and then some through the debenture conversions.. it doesn't take a rocket scientist to figure that out.

Of course one could also take a leap, since many are taking a leap the other way, and suggest that perhaps GGI was offered an inside look into the deal with AERO and decided that $1 wasn't a bad price to pay given what they expect in the near future.. who's to say differently?

Change.. In case you weren't aware.. FCCN is a fully reporting company that has disclosed all their actions to investors through public filings...And the last time I checked, even though they are fully reporting, they are still not an operating company but a shell company.. this is no secret.. Now shell companies have two choices to satisfy obligations.. issue shares.. or secure alternate financing.. in FCCN's case they did both.. but this was all part of a masterful deal whereby all debts were paid off, the RM candidate received CAPEX funding, and FCCN shareholders in turn received a sizeable chunk of a rapidly growing gem called AERO Exhaust. That said, I'm not sure where the concern is.. soon this pristine FCCN shell we've been housed in for the past few months will have a very welcomed new inhabitant.. our lustrous new friend AERO..and I, for one, can't wait!!!!

Companies go public to gain access to capital.. yes.. but what I am saying is that they have shareholders who are deeply entrenched in this investment and are very close to AERO mgmt. And they will accept nothing less than responsible actions that will be accretive to their own interests.

In 95% (maybe higher) of pinksheet companies, there is no accountability.. the Board consists of the President/CEO and perhaps one other "accomplice" for lack of a better term..they control all actions and there are no checks and balances.. In this case, I think you will see that it will be set up with checks and balances.. there will be a shareholder base who has voting control over this company.. and a Board of Directors setup for oversight and strategic guidance. These things will be critical to ensuring the succces of AERO.. and thus the success of our investments with the company.

I think you are making some rather poor assumptions there.. please read my post below.. there is simply no way that the current AERO shareholders would tolerate immediate dilution of their investment in AERO.. just will not happen.. but you are also confusing things here greatly.. the recent settlement in Sarasota was nothing more than financing through Sequoia to pay off an existing liability.. it had to be done to fully cleanse the books before the merger.. to assume that AERO has gone through this long arduous process of a R/M to simply cleanse their own books is more than a bit of a stretch from my perspective.. but again.. even if they did try the maneuver you are suggesting they would most certainly have an angry mob of 200 beating down their doors demanding answers from Mgmt. These are not faceless people who just placed a buy order for AERO through a broker..lol.. these are people who wrote checks to the company with the understanding that they would one day see a very good return on their money.. and the best way for AERO mgmt to deliver that for shareholders is to go public and grow the company. IMVHO


Posted by: ToddWH02
In reply to: GEO928 who wrote msg# 81126 Date:10/3/2007 9:55:04 PM
Post #81162 of 81175


GEO.. believe it or not but there are approx 200 current shareholders of AERO.. including the current Board of Directors, AERO dealers, UTAH businessmen and at least one >5% holder that we know of.. IMVHO this is not a group of people who will take too kindly to having the value of their stock eroded once they become public.. In my conversations with Andrew in IR who has met AERO mgmt and some of these investors, he mentioned to me that many of these investors were not simply given these shares as compensation in lieu of payment for goods or services.. but rather many have actually written checks and handed them over to Mr. Hunsacker personally. That said I would caution you against putting this mgmt team in the same group as others whom typically run around in the pinks and are very cavalier with their actions.. I think once this merger happens you are going to see a group of Mgmt who are VERY concerned about shareholder interests.. and will demonstrate that though strong communication channels to us.. but even more importantly in their actions as they move forward.. There is no doubt in my mind they will be held accountable for the actions they take..But there is also no doubt in my mind that they are up to the challenge.. And what a wonderful feeling it is to be on the ground floor of something so special. GLTU

lab.. A company's valuation can be calculated a number of different ways..which is true..you could use revenue, cash flow (EBITDA) etc.. and in this case, once that calculation is done.. and agreed upon.. that is the number that will used to arrive at the valuation for the $1.9M. That was my only point.

GEO.. believe it or not but there are approx 200 current shareholders of AERO.. including the current Board of Directors, AERO dealers, UTAH businessmen and at least one >5% holder that we know of.. IMVHO this is not a group of people who will take too kindly to having the value of their stock eroded once they become public.. In my conversations with Andrew in IR who has met AERO mgmt and some of these investors, he mentioned to me that many of these investors were not simply given these shares as compensation in lieu of payment for goods or services.. but rather many have actually written checks and handed them over to Mr. Hunsacker personally. That said I would caution you against putting this mgmt team in the same group as others whom typically run around in the pinks and are very cavalier with their actions.. I think once this merger happens you are going to see a group of Mgmt who are VERY concerned about shareholder interests.. and will demonstrate that though strong communication channels to us.. but even more importantly in their actions as they move forward.. There is no doubt in my mind they will be held accountable for the actions they take..But there is also no doubt in my mind that they are up to the challenge.. And what a wonderful feeling it is to be on the ground floor of something so special. GLTU

The "what" is the one variable. Wow.

The percent we will ultimately receive of AERO will not change as a result of today's S8 filing.. this has already been determined per IR and has nothing to do with the amount of shares o/s at close. The calculation is simple, although we don't have one of the variables.. take the value of $1.9M of infused capital as compared against AERO's valuation and combine it with the 5% we automatically receive for the shell. FWIW.. my conservative estimate is 20%.

woogie.. this a transaction that has to officially "close" like any other transaction.. in this specific case, that "close" takes place when the share exchange is completed. Principals of the two companies will get together and sign the papers and only then will everything be final. It will be PR'd after this is done in the next two days. The announcement should tell us that the exchange took place.. the transaction has officially closed.. and details will be forthcoming in the 8k filed within 4 days from that date.

Drew said he would do it today.. I am waiting on his call back.. he is going to patch me in to confirm the number of shares both he and Doug currently hold.

Soon you will be able to call the TA and get it straight from the horse's mouth.