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Re: MrBankRoll post# 603

Tuesday, 11/15/2005 11:48:20 PM

Tuesday, November 15, 2005 11:48:20 PM

Post# of 2746
I hear you...but I think Hartcourt is the least complicated to figure now. Regarding FLTL, the Filing announcing the MK A deal has each party putting up 75% of their resective companies...

ITEM 1.01 ENTRY INTO DEFINITIVE AGREEMENT.

Financial Telecom Limited (USA) Inc., (Fintel), a Nevada company, announced today it has entered into a definitive Share Exchange Agreement with Mr M. Kraselnick, the sole shareholder of MKAviation S.A., (MKA), a private Panama company, to acquire 75% of the outstanding shares of MKA, in exchange for 372,430,363 common shares of Fintel's common stock issued to Mr Kraselnick. The exchange will result in Mr. Kraselnick acquiring 75% of the issued and outstanding common stock of Fintel. The agreement is effective on October 20, 2005, and is expected to close on or before December 30, 2005. The transaction has received the consent approval of a majority of Fintel's shareholders, and unanimous approval by its Board...and a little farther down in the same filing...

2. SHARES EXCHANGED

a. Number of Fintel Common Shares to be exchanged:

(i) Fintel will issue 372,430,363 common shares to Mr. Kraselnick, or his nominees, upon the close of purchase of MKAviation shares by Fintel.

b. Number of MKAviation Common Shares to be exchanged:

(i) Mr. Kraselnick will transfer seventy-five percent (75%) of all the outstanding shares of MKAviation to Fintel, being seventy-five (75) shares of MKAviation. 3. ACTIONS TO BE TAKEN BY FINTEL PRIOR TO CLOSING


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but today's 8K states...
To facilitate the spin-off, the Registrant will:

1. form a new company in Nevada, USA;
2. exchange all of its shareholdings in Fintel (USA) Limited, for common stock of the new company;
3. distribute all its shareholdings in the new company to the holders of the Registrant's common stock who are registered with the Registrant as of November 18, 2005 (the "Record Date").
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????is it 75% of FLTL or not????
bb