Replies to post #202 on Loss to Profit, let's make your lost money back !

[IPRE-Paramount]

it's Ok Geo, rare guys can be proud and happy to believe in FCCN @ 0.003-0.005 with a huge position :) .
Congrats , your belief in your conviction is so far so good.

[IPRE-Paramount]

FCCN:pre-sch 14A SEC:Ben. Ownership!
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001262463%252D07....

The important infos : AS: 5 billion shares- Golden Gate shares hold in Escrow - the current OS .
"5 billion shares of Common Stock authorized with a stated value of $.0001 per share, of which approximately 920,558,174 are issued and outstanding, with 4,079,441,826 shares authorized but not issued. Of the 920,558,174 shares issued and outstanding 780,678,923 shares are held in an escrow account for the benefit of Golden Gate Investors, Inc."

Certainly dumpers have exploited and are exploiting these infos to dump shares.

But Here has what been said , read further info .

-AS 5B shares: the current managers had to move back to this amount just to be conform to the SEC before merger , because previous managers have reduced AS without shareholders votes. So people expect current managers should reduced the AS as soon as possible after the merger is done.
-Golden Gate : this ownership part may scary some people, but read below: they dispose no right on these shares : read below.
-OS : i still need do DD . Can anybody help?
os:920,558,174
Golden Gate part: 843,818,400 (if they become beneficial owner)
Golden Gate part held in Escrow account : 780,678,923

from the 2 calculations :
OS:920,558,174 - 843,818,400 (total Golden Gate Part) = 76,739,774
OS:920,558,174 - 780,678,923 (in Escrow account) = 139,879,251

=>Difference = 63,139,477 are these shares in Golden Gate hands ?
Can anybody confirm ?



"VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Common Stock

As of the Record Date, there were 5 billion shares of Common Stock authorized with a stated value of $.0001 per share, of which approximately 920,558,174 are issued and outstanding, with 4,079,441,826 shares authorized but not issued. Of the 920,558,174 shares issued and outstanding 780,678,923 shares are held in an escrow account for the benefit of Golden Gate Investors, Inc. These shares were issued as settlement on convertible debentures and as part of a stock purchase agreement. While held in escrow these shares are voted by the Company’s Board of Directors. Each holder of the Company’s Common Stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. All voting is non-cumulative, which means that the holder of fifty percent (50%) plus one share of the shares voting for the election of the directors can elect all the directors. The holders of Common Stock are entitled to receive pro rata dividends, when and as declared by the Board of Directors in its discretion, out of funds legally available therefore, but only if all dividends on the Preferred Stock have been paid in accordance with the terms of such Preferred Stock and there exists no deficiency in any sinking fund for the Preferred Stock.

Dividends on the Common Stock are declared by the Board of Directors. The payment of dividends on the Common Stock in the future, if any, will be subordinate to the Preferred Stock and will be determined by the Board of Directors. In addition, the payment of such dividends will depend on the Company’s financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. The Company has heretofore never paid any dividends and the Board has no plans for the payment of future dividends. The Board presently plans for any future surplus income to be reinvested into growing the Company through additional investment.


Preferred Stock
Our Articles of Incorporation authorize the issuance of 30 million shares of Preferred Stock. The Board of Directors has sole discretion in designating the preferences, limitations and relative rights of the Preferred Stock. The Company presently has one class of Preferred Stock outstanding, designated Series C Preferred, of which 1,182,500 shares are issued and outstanding. Shares of Series C Preferred stock are convertible on a 1:1 basis into shares of the Company’s common stock and are entitled to appoint two of the Company’s Board of Directors. The Series C Preferred Stock has never exercised its rights to appoint directors.

11

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Table Of Beneficial Ownership

The following table sets forth, as of January 9, 2007 the beneficial ownership of the Company's common stock (i) by any person or group known by the Company to beneficially own more than 5% of the outstanding common stock, (ii) by each Director and executive officer and (iii) by all Directors and executive officers as a group.

Name and Address / Number of Shares Beneficially Owned / Class / Percentage of Class (1)

Steven Peacock

Interim Chief Executive Officer, Interim President, Interim Chief Compliance Officer, Interim Chief Financial Officer 43180 Business Park Dr., Suite 202, Temecula, CA 92590
-0-
Common
*

Robert McCoy, Chairman of the Board of Directors
10829 Sterling Forest Avenue
Las Vegas, NV 89135
-0-
Common
*

James Bickel, Director
903 Redwood Drive
Danville, CA 94506
-0-
Common
*

Gary Nerison, Director
9000 Crow Canyon Rd., Suite S-233
Danville, CA 94506
-0-
Common
*

All directors and executive officers (4 person)
-0-
Common
*

Golden Gate Investors
* (2)
Common
*

*Denotes less than 1%


1) Percentages based on 920,558,174 shares of common stock issued and outstanding as of January 9, 2007.

2) Shares issued to Golden Gate Investors are held in an escrow account. While the shares are in escrow, the shares are voted by the Franchise Capital Corporation Board of Directors. Since Golden Gate Investors has neither the right to vote the shares nor the right to dispose of them, Golden Gate Investors does not meet the definition of beneficial ownership of the escrow shares. Were Golden Gate Investors to be considered the beneficial owner, Golden Gate Investors would control 843,818,400 shares, which is approximately 92% of the Company’s issued and outstanding common stock. "