Free and Clear Equity Files Registration with S.E.C. for All Cash Real Estate Investment Trust (REIT)

INDIANAPOLIS--(BUSINESS WIRE)-- Free and Clear Equity, Inc. (FACE) today announced the recent filing of an S-11 registration statement with the Securities and Exchange Commission for an all cash Real Estate Investment Trust (REIT) to invest in commercial real estate and mortgages backed by triple net lease commercial properties in the U.S.

Under the registration statement, FACE plans to register 3,041,778 Common Stock Purchase Warrants together with 122,400,000 Common Shares which may be received upon exercise of the warrants at an exercise price of $2.50 per share for a maximum of $306,000,000; providing for only 122,400 of the warrants available to be exercised.

FACE also plans to register 9,572,350 Common Shares, primarily on behalf of selling shareholders. Of the 9,572,350 Common Shares, 1,402,750 shares and most of the warrants will be issued and sold to Monogenesis Corporation at a price of $0.01 per share and $0.001 per warrant; 746,600 of such shares and all of such warrants will be distributed as a dividend to their primarily institutional shareholders. Monogenesis is a Walker, WV corporation that is a closed-end investment company and a statutory underwriter.

The remaining 55,778 warrants were received by consultants for providing valuation services.

The registration statement states that FACE intends to invest in real estate and mortgages secured by office, warehouse/distribution and retail commercial buildings. The intended targets are existing buildings that are under lease to single or less than five tenants. The Company’s plan is to purchase all investments with cash and remain free of long-term debt.

Properties targeted for purchase are expected to have triple net (NNN) long-term leases which will require a minimum of ongoing management activity. NNN leases typically require the tenant to pay substantially all of the costs associated with operating and maintaining the property such as insurance, taxes, maintenance, structural repairs and similar capital expenses.

FACE intends to elect and qualify as a REIT with the taxable year ending December 31, 2011.

Management of FACE:

*Chance W. Bunger, 39, President, Chief Executive Officer and a Director. Since 2006, Mr. Bunger has been a principal broker for residential sales and real estate property management with Circle City Realty, LLC in Indianapolis. He is also President, Chief Executive Officer and a 50% owner with another FACE officer and director in Castille Street Foods, Inc. which owns and operates two Dairy Queen restaurants in Indiana. In addition, he is an owner and manager of six limited liability companies which own and operate rental real estate.

*Thomas G. Ferkinhoff, 48, Chief Financial Officer, Treasurer and Director. Mr. Ferkinhoff founded Thomas G. Ferkinhoff, Professional Corporation, a two-office firm of certified public accountants from 1996 to 2009, when he began transitioning clients to other firms. The practice focused on assisting small- and medium-sized businesses with accounting and tax services. He is also the sole owner of Randolph County Insurance Agency, Inc., which provides commercial and individual insurance policies. In addition, he worked for a CPA firm for three years and a life insurance agency for seven years. Mr. Ferkinhoff is a co-owner with Mr. Bunger in Castille Street Foods, Inc.

*Jeffrey J. Jinks, 45, Secretary and a Director. Mr. Jinks formed The Jinks Corporation in Indianapolis in 2005. The company provides legal advice relating to real estate and business matters and real estate brokerage service for commercial and investment projects. He also established Southside Real Estate Academy, LLC in Greenwood, IN in 2006 and is its President, Secretary and a 51% shareholder. The academy provides pre-licensing courses and continuing education for real estate salespersons and brokers. Mr. Jinks also serves as general counsel and is an owner of Showalter Medical, LLC, formed in 2008, as a medical device sales company focusing on products for the spine.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

The full S-11 registration statement for Free and Clear Equity, Inc. is available at www.sec.gov. Go to “Search for company filings”; “Free and Clear Equity”, checking “Contains”, rather than “Starts with” since SEC style substitutes an “&” for “and” in company names.

Free and Clear Equity, Inc. (FACE), when it is able to qualify as a Real Estate Investment Trust (REIT), will be required to distribute to shareholders: (i) 90% of taxable income (determined before the deduction of dividends and excluding any net capital gain); (ii) 90% of the excess of after-tax net income, in any, from foreclosure property over the tax imposed on such income; less (iii) the sum of certain items of non-cash income.

(The statements which are not historical facts contained in this news release are forward-looking statements that involve certain risks and uncertainties including, but not limited to, risks associated with the uncertainty of future financial results, additional financing requirements, acquisition and management of properties, government approvals, the impact of competitive acquirers and managers of real estate, the effect of economic conditions and other uncertainties detailed in the Company's filings with the Securities and Exchange Commission.)

Free and Clear Equity, Inc.Jeffrey Jinks, 317-610-3252
or
Greg McAndrews & AssociatesGregory A. McAndrews, 310-301-3035
[email protected]

Source: Free and Clear Equity, Inc.