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Re: DownWithPumpers post# 85361

Monday, 10/08/2007 12:37:40 PM

Monday, October 08, 2007 12:37:40 PM

Post# of 162847
THERE'S PLENTY OF EVIDENCE WE WILL OWN 38%.

Thank you for keeping this discussion alive. Keep the discussion on this topic all day long, brother. I'd rather argue with you about this positive DD than negative DD any day of the week, so thanks for joining the debate and let's try to educate each other and learn instead of fighting. I respect your questions. I hope you will respect the answers.


"1) There's no evidence to support the idea that the float is less than the outstanding shares.

The Float is ALWAYS less than the outstanding shares. It's a simple formula everybody knows

O/S is comprised of the FLOAT + RESTRICTED shares.

quoting the crusher:

"FLOAT = shares openly bought and sold without restrictions via trading on stock exchanges, ie the shares we own."

"RESTRICTED SHARES are counted as part of the O/S but not the FLOAT."

That's just basic investing 101.

Restricted shares are not part of the FLOAT. Everybody knows that.

2) There's no evidence to support the idea that Aero's shares are coming from the currently outstanding shares. They're obviously coming from the approximately 4.5 billion issued but not outstanding shares.

That's just blatantly false. Read the PR. The PR tells you the EXACT nature of the shares FCCN "exchanged" with AERO.

"The definitive agreement between Franchise Capital and Aero Exhaust was executed in January 2007, and at that time, Franchise Capital announced that it expected to exchange up to 95% of its total issued and outstanding capital stock in exchange for all of Aero Exhaust's issued and outstanding shares."

Stock can be either "authorized" or "issued".

"Issued and outstanding shares"

Here is the definition from http://www.investorwords.com/3536/outstanding_stock.html

"The shares of a corporation's stock that have been issued and are in the hands of the public.also called shares outstanding."

The merger PR does not mention any "authorized" shares, shares that have not been issued and are not outstanding. End of story. No dilution at all from the authorized shares of FCCN.

And to your final point:

3) There's no evidence to support the idea that pre-merger FCCN shareholders will own 38% of the merged company.

Of course there is. Again, I quote the crusher,

"The FLOAT was 173,375,425 on Feb 16, 2007 according to the PR.

http://www.franchisecapitalcorp.net/upload/FCCN_PR_02-15-07_Def14A.pdf

Because of GGI we know that the FLOAT has increased. We do know EXACTLY how much the O/S has increased, but not the exact size of the FLOAT which is smaller than the O/S.

The POST MERGER O/S = 564,129,838 shares.

AERO's cut, according to the language of the October 4 merger announcement, MUST come from the O/S.

We should also assume that the April 16, 2007 report 10-Q is correct and that AERO will be the majority shareholder in FCCN.

So AERO must be recieving more than 50% of the O/S. Again, the POST MERGER O/S = 564,129,838. So Aero must be getting at least 284,064,920 shares.

Since the FLOAT was 173,375,425 on Feb 16, it cannot be any lower now. In fact, since GGI converted 42 million shares from RESTRICTED to common stock between February 07 and October 07, selling them on the open market, we can be certain that the FLOAT is at least 215,375,425. At the most it's 284,064,918 which would be one share less than 50% of the O/S.

So the FLOAT is somewhere between 215 Million and 284 million. Just rounding numbers off, 215 million is 38% of 565 million.

WORST CASE SCENARIO = AERO owns 62% of FCCN and we own 38%.
BEST CASE SCENARIO = AERO OWNS 51% of FCCN and we own 49%.
"




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