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) April 24, 2006
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)
8655 E. Via De Ventura Suite G-217
Scottsdale, AZ 85258
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 355-8142
Item 8.01 OTHER EVENTS
The Company recently responded to a letter from the Securities & Exchange
Commission dated February 28, 2006, 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
acknowledged it had not met its obligations to complete its filings in a timely
manner and that they have not had the resources to do so. To meet its financial
needs the Company had entered into a funding agreement with Creative Eateries
Corporation ("Creative"). However, Creative almost immediately defaulted on the
agreement.
In addition the Company stated they have spoken to several investment groups,
some of which have expressed an interest in investing, but none were willing to
move forward until the Company was current in its filings and able to sell
shares. The Company noted that with short term loans provided by members of the
Board, on April 19, 2006, they were able to amend and re-file reports needing to
be amended.
The Company also informed the Securities & Exchange Commission that they hope to
complete its delinquent Quarterly Report on Form 10-Q for the period ended
December 31, 2005, and its soon to be delinquent Quarterly Report on Form 10-Q
for the period ending March 31, 2006 in the coming months. However, they stated
that the timing of the completion of the filings would be dependent upon the
Company's ability to obtain the needed funds to pay outstanding invoices. The
Company stated that they hope to obtain the funds from the repayment of loans
from its portfolio companies, primarily Kokopelli Franchise Company, LLC, which
they are expecting to have substantial growth in the coming months.
The Company also reconfirmed that it ceased selling shares under its Form 1-E in
September 2005, and that they will not, under any circumstances, sell shares
using the Company's amended Form 1-E filed on October 19, 2005 (the "1-E/A"). In
addition the Company's Board of Directors has decided to take actions to convert
the Company from a business development company back to a 1934 Act reporting
company. The Company stated they never intend to sell additional shares under
the 1-E/A.
The complete letter is attached as Exhibit No. 99 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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: April 24, 2006
Franchise Capital Corporation
By: /s/ Edward C. Heisler
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Edward C. Heisler, Chairman & CEO