UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 21, 2005
Franchise Capital Corporation
(Exact name of Registrant as specified in charter)
Nevada 333-72392 98-0353403
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
8566 E. Via De Ventura Suite G217
Scottsdale, AZ 85258
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 355-8142
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On December 21, 2005 the Board of Directors accepted the resignation of Edward
C. Heisler as President. Mr. Heisler will remain Chairman, CEO, CCO, and
Secretary.
Also on December 21, 2005 the Board of Directors appointed Don Allio President,
COO, and to the Board of Directors. The Company entered into an Agreement with
Mr. Allio for his services. The Agreement is for a term of one year and pays Mr.
Allio $10,000 per month plus benefits for his services.
Having begun his career with McDonald's in 1966 as a crew person in New York,
Don has nearly forty years in the restaurant industry. Don then relocated to
California in 1969 and began his career with the McDonald's Corporation as a 2nd
Assistant Manager. Within two years, he was transferred to Bay City, Michigan as
a First Assistant Manager and then went on to spend the next 12 years working up
through the mid-level management ranks and Regional department leadership
positions.
In 1982, Don was promoted Staff Director in Field Training. He then went on to
hold the positions within McDonald's Home Office as Director of National
Training, Dean of Hamburger University and Department Director of National
Training. Don then moved to the Kansas City Region as District Manager in 1987,
and in 1989 was promoted Regional Manager where he has held the position of
Regional Vice President since 1990 until his retirement from McDonald's in 2001.
After his retirement from McDonald's Don became an owner operator of
Mexi-Kenny's Mexican Grill in Gilbert Arizona. While with Mexi-Kenny Mexican
Grill Don assisted the franchisor in completing the design and operational
systems for the first Mexi-Kenny's, establishing training and hiring policies,
and overseeing daily operations for each restaurant.
ITEM 8.01 OTHER EVENTS
The Company recently responded to a letter from the Securities & Exchange
Commission dated November 22, 2005, which followed up a telephone conference
from November 15, 2005, where the staff of the Securities & Exchange Commission
raised a number of regulatory and disclosure issues regarding the Company's
obligations under, and compliance with, certain provisions of the federal
securities laws and the rules thereunder, as well as with Article 6 of
Regulation S-K and Generally Accepted Accounting Principals ("GAAP").
In the response letter to the Securities & Exchange Commission the Company
agreed there are serious deficiencies within the Company's filings including
reports filed on Forms 10-Q, 10-K, and 1-E and that corrective actions are being
taken. The Company also noted they are correcting issues related to the
Company's Preferred Stock Rights and debentures.
The Company confirmed they have ceased selling shares, and will not, under any
circumstances, sell shares using the Company's amended Form 1-E filed on October
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19, 2005 until the Company has taken all appropriate corrective action and made
related disclosures to bring the Company in compliance with applicable
securities laws, rules and regulations.
The Company also informed the Securities & Exchange Commission that they agree
there are problems with the valuation used with the Creative Eateries
transaction and that the Company is actively discussing the relevant issues with
its accountants and advisers that included possible rescission or restructuring
of the transaction.
The complete letter is attached as Exhibit No. 99 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. 10: Agreement.
Exhibit No. 99: Letter to Securities & Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned here unto duly authorized.
Date: December 21, 2005
Franchise Capital Corporation
By: /s/ Edward C. Heisler
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Edward C. Heisler, Chairman & CEO
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