Replies to post #30382 on Aero Performance Products Inc (fka AERP)

[Rich735]

Ok I was going to write a big long dissertation but do not feel the need. Sometimes simple and straight to the point is better. Here is the priciple fact behind the C/D and escrow shares./

The deal has already been financed by the 63m that was put into the float over the last month. The shares in escrow are for two reasons. (1) So Mr. Peacock can have control over proxy voting rights and change the co.'s BDC status to a regular corp. status ASAP and (2) The shares in escrow will be used at a later day to have a bigger interest in AERO post merger!

The escrow shares will be used in the end to purchase 10% more of AERO for FCCN shareholders at the time of the merger. As you remember the definitive agreement states that FCCN can use 95% of itself to aquire 100% of AERO's private shares, that would give us shareholders of FCCN a puny 5% stake in the newly formed company. So a deal was struck to where the escrow shares would be issued to buy an additional 10% of AERO for FCCN shareholders at the time of the merger and thus we would end up with a 15% stake in the co. instead of a minute 5%!!!

This goes along more of my first impressions that Javelin/FCCN would be getting more like 15%-20% for their hard earned work instead of the traditional 10% R/M standard! The revenues of AERO could not be dislosed to me, but they are great from the impression I got!

Javelin is so busy putting this merger together, that they just did not think of the uncertainty that this C/D and escrow shares would cause. They are very apologetic for the ones who sold and admit that the lack of explaining this investment vehicle and it's true nature and function was a lack of foresight on their part. The merger is still a go, we will have a larger stake in the final co. because of this agreement and AERO's future sales and prospects even have outpaced my own expectations! I have not sold any of my position and after talking to Mr. Travellor last night, I will gleefully hold my shares untill the merger is complete. Mr. TrendGreen