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Re: ToddWH02 post# 104636

Thursday, 11/15/2007 1:10:43 AM

Thursday, November 15, 2007 1:10:43 AM

Post# of 162847
Dr. Gas what a Joke. They can't even get the exchange ratio calcualted due to manipulation. They overstated Goodwill but didn't adjust the share exchange! Fraudulent!

"In the case of the share exchange between Aero and Franchise Capital, the exchange rate was negotiated at a time when Franchise Capital's stock price was considerably lower than the price per share on the date we closed the transaction. This resulted in an overstated amount of goodwill being recorded and an overstated amount of settlement cost of debt that was retired through the issuance of stock at the time of the share exchange. We therefore elected to reduce the amount of goodwill to the value of the stock on the date the final share exchange terms were negotiated, since we believe that price represented the fair market value. While this treatment more accurately reflects our asset value, it also resulted in a considerable non-cash loss, which is in no way indicative of the actual operations of the company.

"We anticipate that being able to produce Aero's cat-back kits through the merger with Dr. Gas will allow us to substantially increase the supply and the current demand for Aero products and allow it to achieve break-even cash flow in the near term."

Franchise Capital recently entered into a preliminary agreement with Dr. Gas, Inc. to acquire 100% of the common stock of Dr. Gas, Inc., 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. In addition to its racing applications, Dr. Gas, Inc. also manufactures for Original Equipment Manufacturers (OEMs) such as Freightliner.

The acquisition of Dr. Gas, Inc. is expected to provide the company with multiple benefits due to its significant synergies with the operations of Aero Exhaust. Once the planned acquisition is consummated, Dr. Gas will contribute to increased revenues and asset valuation for Aero. Possibly even more significant for the business of Aero itself is that Dr. Gas, Inc. is expected to contribute to the growth of Aero through the fabrication of components for Aero products, including recently launched full exhaust systems. Dr. Gas, Inc.'s fabricating capabilities are expected to increase the availability of Aero's new line of full turbo and cat-back systems diesel exhaust systems, referred to in marketing documents as "kits," which include all parts from the catalytic converter, turbo charger or muffler back to the tailpipe. Improved supply will help Aero to meet the demand for its products in the automotive supply market.

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