SOURCE: Franchise Capital Corporation

January 09, 2007 09:16 ET

Franchise Capital Corporation Reports Board Appointments and Correction of Nevada Filing Affecting the Company's Capital Structure

TEMECULA, CA -- (MARKET WIRE) -- January 9, 2007 -- Franchise Capital Corporation (PINKSHEETS: FCCN) today announced appointments to the Board of Directors designed to bolster the transitional management team that is expected to lead the company through its planned acquisition of Aero Exhaust, a leader in performance exhaust airflow technology and NASCAR Performance Partner. The company also reported the filing of a certificate of amendment with the state of Nevada correcting a previous amendment filed by former management, which did not have the required approval of Franchise Capital shareholders.

On January 2, 2007, Robert McCoy, the sole member of the Board of Directors, appointed Jim Bickel and Gary Nerison to serve as members of the Board of Directors. Mr. Bickel will serve as chairman of the investment committee and as a member of the audit committee, and Mr. Nerison will serve as chairman of the audit committee and as a member of the investment committee. Both new Directors entered into agreements with the company, effective as of January 2, 2007, and each will receive a monthly $1,000 fee for services rendered. The Board of Directors now consists of Robert McCoy, Jim Bickel and Gary Nerison, each of whom is an independent director.

Jim Bickel has experience in the motor sports industry, having owned his own Formula Ford racing team running in the West Coast Series. He also sponsored and helped manage a two-car Trans Am team in partnership with RPM Racing, during which time they followed the Indy Car/Cart series racing at most of the major venues in the U.S. For a brief period, Mr. Bickel sponsored an Indy Car that raced at Indianapolis, and his racing interest dates back to the days with the Granatellis at the Indy 500.

"We are pleased to have added these two experienced businessmen to the management team of Franchise Capital, particularly to assist in closing the company's acquisition of Aero Exhaust and execute our subsequent growth strategy," stated chief executive officer Steven R. Peacock.

Biographical information on the two new Directors is included in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2007.

In another 8-K filed on the same date, Franchise Capital reported that it filed a Certificate of Amendment to Articles of Incorporation to correct a Certificate of Amendment to Articles of Incorporation filed in error on October 3, 2005. The erroneous amendment changed the capital structure of the company without the proper shareholder approval, and the amendment filed on January 3, 2007 restored the previous capital structure of the company. The total number of shares of stock that the company has the authority to issue is 5,030,000,000, which consists of 5,000,000,000 shares of common stock and 30,000,000 shares of preferred stock.

"From the time that current management was appointed to lead Franchise Capital, we have targeted compliance as a major goal, and this corrective action was necessary to ensure that Franchise Capital remains in good standing with its state of incorporation as well with S.E.C. requirements for public companies," stated Mr. Peacock. "Whatever future potential restructuring that the company may undertake as a result of its anticipated acquisition of Aero Exhaust, Inc. will follow the proper procedures as outlined by the company's bylaws, the state of Nevada, and S.E.C. regulations."

In December 2006, Franchise Capital entered into a preliminary agreement to acquire the issued and outstanding shares of Aero Exhaust, whose mufflers are an exclusive National Association for Stock Car Auto Racing (NASCAR) Performance product and carry the prestigious NASCAR brand on product, packaging and related media. NASCAR legend Rusty Wallace is the official spokesperson for Aero Exhaust products. The company is currently conducting its due diligence and expects to announce a definitive agreement with Aero Exhaust by mid-January 2007.

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About Aero Exhaust:

Aero Exhaust is a world leader in performance exhaust airflow technology, manufacturing and distributing the most technologically advanced muffler on the market. Its product lines are built to the highest industry standards and offer the consumer a lifetime warranty. Aero Exhaust has been issued U.S. and Australian patents on its innovations and development in the exhaust industry, and its mufflers are available worldwide through major retailers, mass merchant centers, automotive aftermarket supply stores and wholesalers. Aero Exhaust mufflers are an exclusive National Association for Stock Car Auto Racing (NASCAR) Performance product and carry the prestigious NASCAR brand on product, packaging and related media. NASCAR legend Rusty Wallace is the official spokesperson for Aero Exhaust products. Additional information on Aero Exhaust's products, race team, and motorsports ventures can be found on its corporate web site, www.aeroexhaust.com.

Safe Harbor Statement: The statements in this release that relate to future plans, expectations, events, performance and the like are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results or events could differ materially from those described in the forward-looking statements due to a variety of factors, including the lack of funding, inability to complete required SEC filings, and others set forth in the Company's report on Form 10-K/A for fiscal year 2005 filed with the Securities and Exchange Commission.

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