SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
FRANCHISE CAPITAL CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------
3) Filing Party:
----------------------------------------------------
4) Date Filed:
------------------------------------------------------
FRANCHISE CAPITAL CORPORATION
A NEVADA CORPORATION
8655 E. Via De Ventura Suite G-217
Scottsdale, AZ 85258
Phone: (480) 355-8142
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF FRANCHISE CAPITAL CORPORATION
TO BE HELD ON JUNE 29, 2006
The Annual Meeting of Stockholders (the "Meeting") of FRANCHISE CAPITAL
CORPORATION, a Nevada Corporation (the "Company"), will be held at the Company's
corporate offices at 8655 E. Via De Ventura Suite G-217 Scottsdale, AZ 85258 on
June 29, 2006 at 10:00a.m., local time, to consider - and vote on the following
proposals:
PURPOSE OF MEETING
1) To withdraw its election to be subjected to sections 55 through 65 of the
Investment Company Act of 1940 (the "Act"), pursuant to the provisions of
section 54(c) of the Act.
2) To elect to the Board of Directors two (2) directors, to serve until the next
Annual Meeting of Stockholders of the Company or until their successors are
elected and qualify, subject to their prior death, resignation or removal.
3) To ratify the appointment of Epstein Weber & Conover, PLC as the independent
public accountants for the Company for the year ending June 30, 2005.
4) To transact such other business as may properly come before the Meeting and
any adjournments thereof.
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MAY 31, 2006 (THE
"RECORD DATE") ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE MEETING.
PLEASE FILL IN, SIGN, DATE, AND RETURN THE ENCLOSED PROXY TO TRANSFER ONLINE AT
317 SW ALDER, 2ND FLOOR, PORTLAND, OREGON, WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
FRANCHISE CAPITAL CORPORATION
By: /s/ Charles Neild
------------------------------------------
Charles Neild, Chief Executive Officer
Scottsdale, AZ
Dated: May 17, 2006
FRANCHISE CAPITAL CORPORATION
A NEVADA CORPORATION
7400 E. McDonald Suite 121
Scottsdale, AZ 85050
(480) 355-8142
PROXY STATEMENT
This proxy statement is furnished to the stockholders of Franchise Capital
Corporation, a Nevada corporation (the "Company"), in connection with the Annual
Meeting of Stockholders (the "Meeting") to be held at the Company's corporate
offices at 8655 E. Via De Ventura Suite G-217 Scottsdale, AZ 85258 on June 29,
2006 at 10:00a.m., local time.
The Meeting will be held to consider and vote on the following proposals:
PURPOSE OF MEETING
1) To withdraw its election to be subjected to sections 55 through 65 of the
Investment Company Act of 1940 (the "Act"), pursuant to the provisions of
section 54(c) of the Act.
2) To elect to the Board of Directors two (2) directors, to serve until the next
Annual Meeting of Stockholders of the Company or until their successors are
elected and qualify, subject to their prior death, resignation or removal.
3) To ratify the appointment of Epstein Weber & Conover, PLC as the independent
public accountants for the Company for the year ending June 30, 2005.
4) To transact such other business as may properly come before the Meeting and
any adjournments thereof.
The list of all stockholders of record on May 31, 2006 will be available at the
Meeting and at the Company's corporate offices at 8655 E. Via De Ventura Suite
G-217 Scottsdale, AZ 85258 on June 29, 2006, (480) 355-8142.
INCORPORATION BY REFERENCE
Franchise Capital Corporation, a Nevada corporation (the "Company") is currently
subject to the reporting requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and, in accordance therewith, filed reports, proxy
and Proxy Statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and Proxy Statements and
other information may be inspected and copied at the public reference facilities
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; and at its Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and copies of such materials
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, such
materials may be accessed electronically at the Commission's site on the World
Wide Web, located at http:/www.sec.gov. The Company intends to furnish its
stockholders with annual reports containing audited financial statements and
such other periodic reports as the Company may determine to be appropriate or as
may be required by law.
The Company's Annual Report on Form 10-K/A for the year ended June 30, 2005
filed on April 19, 2006, is incorporated by reference in this Proxy Statement.
Upon written request, the Company will provide, without charge a copy of its
Annual Report on Form 10-K, for the year ended June 30, 2005, to any stockholder
of record or any stockholder who owned Common stock listed in the name of a bank
or broker, as nominee, at the close of business on May 31, 2006.
Requests should be addressed to the Company, to the attention of Franchise
Capital Corporation, 8655 E. Via De Ventura Suite G-217 Scottsdale, AZ 85258.
INFORMATION CONCERNING SOLICITATION AND VOTING
The following information is provided to stockholders to explain the use of this
Proxy Statement for this Meeting:
Only stockholders of record at the close of business on May 31, 2006 are
entitled to vote at the Meeting. The Company's Common Stock is its only classes
of voting securities. As of May 17, 2006, the Company has issued and outstanding
72,062,852 shares of Common Stock of record.
REVOCABILITY OF PROXIES
A PROXY FOR USE AT THE MEETING IS ENCLOSED. ANY STOCKHOLDER WHO EXECUTES AND
DELIVERS A PROXY HAS THE RIGHT TO REVOKE IT AT ANY TIME BEFORE ITS EXERCISE BY
FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT OR A DULY
EXECUTED PROXY BEARING A LATGER DATE. IN ADDITION, A STOCKHOLDER MAY REVOKE A
PROXY PREVIOUSLY EXECUTED BY HIM BY ATTENDING THE MEETING AND ELECTING TO VOTE
IN PERSON.
VOTING AND SOLICITATION
Proxies are being solicited by the Board of Directors of the Company. The cost
of this solicitation will be borne by the Company. Solicitation will be
primarily by mail, but may also be made by telephone, fax transmission or
personal contact by certain officers and directors of the Company, who will not
receive any compensation therefore. Shares of Common Stock represented by
properly executed proxies will, unless such proxies have been previously
revoked, be voted in accordance with the instructions indicated thereon. IN THE
ABSENCE OF SPECIFIC INSTRUCTIONS TO THE CONTRARY, PROPERTY EXECUTED PROXIES WILL
BE VOTED FOR EACH OF THE PROPOSALS DESCRIBED ABOVE. No business other than that
set forth in the accompanying Notice of Annual Meeting of Stockholders is
expected to come before the Meeting. Should any other matter requiring a vote of
stockholders properly arise, the persons named in the enclosed form of proxy
will vote such proxy in accordance with the recommendation of the Board of
Directors.
2
Each share of Common Stock is entitled to one vote for each share held as of
record, and there are no preemptive rights. The Company's current Certificate of
Incorporation (the "Certificate of Incorporation") and Bylaws do not provide for
cumulative voting for the election of directors or any other purpose.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
Shares representing more than 50% of the voting power of the shares of Common
Stock outstanding on the Record Date, which have voting rights, must be
represented at the Meeting to constitute a quorum for conducting business. In
the absence of a quorum, the stockholders present in person or by proxy, by
majority vote and without further notice, may adjourn the meeting from time to
time until a quorum is attained. At any reconvened meeting following such
adjournment at which a quorum shall be present, any business may be transacted
which might have been transacted at the Meeting as originally notified.
The required quorum for the transaction of business at the Meeting is a majority
of the votes eligible to be cast by holders of shares of Common Stock issued and
outstanding on the Record Date. Shares that are voted "FOR" or "AGAINST" a
matter are treated as being present at the Meeting for purposes of establishing
a quorum and are also treated as shares entitled to vote at the Meeting (the
"Votes Cast") with respect to such matter.
The Company will count abstentions for purposes of determining both: (i) the
presence or absence of a quorum for the transaction of business, and (ii) the
total number of Votes Cast with respect to a proposal (other than the election
of directors). Accordingly, abstentions will have the same effect as a vote
against the proposal.
Further, the Company intends to count broker non-votes for the purpose of
determining the presence or absence of a quorum for the transaction of business,
although broker non-votes will not be counted for purposes of determining the
number of Votes Cast with respect to the particular proposal on which the broker
has expressly not voted. Thus, a broker non-vote will not affect the outcome of
the voting on a proposal.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be presented by
such stockholders at the Company's next Annual Meeting of Stockholders for the
fiscal year ending June 30, 2006, must be received by the Company no later than
June 28, 2006, in order to be considered for inclusion in the proxy statement
and form of proxy relating to that meeting.
DIRECTORS AND EXECUTIVE OFFICERS
The directors of the Company currently have terms which will end at the next
annual meeting of the stockholders of the Company hereby noticed, or until their
successors are elected and qualify, subject to their prior death, resignation or
removal. Officers serve at the discretion of the Board of Directors. There are
no family relationships among any of the Company's directors and executive
officers.
3
The following sets forth certain biographical information concerning the
following persons, whom have been nominated by the Board of Directors to be
directors and officers of the Company:
CHARLES NEILD, CHAIRMAN, PRESIDENT, & CEO, Mr. Neild has recently been appointed
by the Board to serve until the next election. The Board feels his many years of
experience in work with small public companies to be what the Company needs at
this stage.
JANET CRANCE, CHIEF FINANCIAL OFFICER, TREASURER AND DIRECTOR, Ms. Crance, who
holds a Bachelor's Degree in Business Administration, has over 27 years
experience in the accounting profession. She is a Certified Public Accountant
and is President of Janet L. Crance, PC, a public accounting firm specializing
in small business accounting, tax compliance and business consulting.
ROBERT MADIA, INDEPENDENT DIRECTOR, Mr. Madia has owned and operated an
insurance agency in the Pittsburgh area since 1957. The agency handles all types
of insurance for individuals and businesses. Along with a couple of non-profit
organizations, he is also on the board of directors of a large, regional,
bottled water company in Virginia and North Carolina, Diamond Springs Water
Company.
ROBERT MCCOY, INDEPENDENT DIRECTOR, Mr. McCoy is an experienced senior
executive. As president of Marquis Elevator, Inc. from 1975 to 1990, he built
and then later sold the largest independent elevator company in Nevada.
Subsequent to selling Marquis Elevator, Mr. McCoy was the General Manager of
Canyon Investments, Inc. in Las Vegas Nevada from 1990 to 1996. Since 1996, Mr.
McCoy has served as Facilities Manager for the Church of Jesus Christ of Latter
Day Saints, responsible for 487,000 square feet of facilities in the Las Vegas
area. Mr. McCoy is a graduate of the University of Tennessee.
DONALD SCHWALL, INDEPENDENT DIRECTOR, Mr. Schwall has spent his entire
professional career in the securities industry. Throughout the 1990's he
excelled at PaineWebber, Inc. as a trust and trading specialist, managing the
sale and reinvestment of large cap corporate executive equity positions. In 1999
he moved to San Francisco, CA and soon founded eMerge Solutions, Inc., a
securities and business development firm focused on assisting small cap and
emerging growth companies. By combining analysis and research the company
provides strong strategic counsel to enhance client access to U.S. and
international capital markets. eMerge Solutions deploys these disciplines and
resources across a range of financial communications scenarios including initial
public offerings, merger-and-acquisition communications and strategic
positioning.
COMMITTEES
Each member of the Board of Directors other than Charles Neild, President and
CEO, also serves on the Audit Committee of the Board of Directors. The Audit
Committee recommends the engagement of the Company's independent accountants. In
addition, the Audit Committee reviews comments made by the independent
accountants with respect to internal controls and considers any corrective
action to be taken by management; reviews internal accounting procedures and
controls within the Company's financial and accounting staff; and reviews the
need for any non-audit services to be provided by the independent accounts. The
Audit Committee operates under a written charter.
The Company does not have any employment contracts with its officers or its
employee director. The Company does not have a compensation committee or a
nominating committee because of the Company's size, revenues and number of
employees.
For the year ended June 30, 2005, the Company used Epstein Weber & Conover, PLC
("Epstein") as independent auditors. The auditor's reports on the Company's
financial statements for the last two years did not contain an adverse opinion
4
or disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. However, Epstein's opinion in its report
on the Company's financial statements for last two years ended June 30, 2005 and
2004 included an explanatory paragraph which expressed substantial doubt with
respect to the Company's ability to continue as a going concern.
Further, there have not been any disagreements with Epstein on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Epstein, would have caused them to make reference to the subject matter of the
disagreement in connection with their audit report.
This report is submitted by the Audit Committee of the Board, which reviews with
the independent auditors and management the annual financial statements and
independent auditors' opinion, reviews the results of the audit of the Company's
annual financial statements and the results of the reviews of the quarterly
financial statements for each of the first three quarters in the fiscal year
with the independent auditors, and periodically reviews the Company's accounting
policies and internal accounting and financial controls for the fiscal year
ended June 20, 2005. Robert Madia, Robert McCoy and Donald Schwall are not
officers or employees of the Company, and aside from being directors of the
Company, each is otherwise independent of the Company (as independence is
defined pursuant to Rule 4200(a)(15) of the National Association of Securities
Dealers' listing standards).
The Audit Committee has reviewed the audited balance sheets, statements of
operations, investments, stockholders' equity and cash flows as of June 30,
2005, and has discussed them with both management and Epstein. The Audit
Committee has also discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communications with
Audit Committees), as currently in effect. The Audit Committee has received the
written disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), as currently in effect, and has discussed with Epstein that firms'
independence. Based on its review of the financial statements and these
discussions, the Audit Committee concluded that it would be reasonable to
recommend, and on that basis did recommend, to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-K/A for the fiscal year ended June 30, 2005 filed with the Securities and
Exchange Commission on April 19, 2006.
Respectfully submitted by the Audit Committee this 17th day of May 2006:
Robert Madia
Robert McCoy
Donald Schwall
5
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation for
services in all capacities for the years ended June 30, 2005, June 30, 2004 and
June 30, 2003 paid to Bradford Miller. On July 13, 2005, Bradford Miller
voluntarily resigned as President, CEO and Chairman. Effective as of the same
date, to fill the vacancies created by Bradford Miller's resignation, the Board
of Directors appointed Edward Heisler to be the Company's President, CEO and
Chairman. Mr. Charles Neild replaced Mr. Heisler on May 10th, 2006. No other
executive officers received compensation exceeding $100,000 during the year
ended June 30, 2005.
Summary Compensation Table
Annual Compensation Long Term Compensation
-------------------------------- ---------------------------------------
Awards
----------
Other Restricted Securities
Name and Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation Award(s) Options Compensation
------------------ ---- ------ ----- ------------ -------- ------- ------------
Brad Miller 2003 $ 0 $ 0 $ 0 -- -- --
President 2004 $100,000 $ 0 $ 0 1,000,000 -- --
2005 $100,000 $ 0 $ 0 -- -- --
OPTION/SAR GRANTS
No stock options were granted to the Company's executive officers, nor were any
options exercised during the year ended June 30, 2005.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
The Company has no compensatory plans or arrangements which relate to the
resignation, retirement or any other termination of an executive officer or key
employee with the Company, a change in control of the Company or a change in
such executive officer's or key employee's responsibilities following a change
in control.
AUDIT COMMITTEE
The Board's Audit Committee consists of Robert Madia, Robert McCoy, and Donald
Schwall.
COMPENSATION OF DIRECTORS
The Company currently compensates its independent Directors at the rate of
$1,000.00 per month.
6
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires the Company's directors and executive officers and beneficial
holders of more than 10% of the Company's Common Stock to file with the
Commission initial reports of ownership and reports of changes in ownership and
reports of changes in ownership of such equity securities of the Company. As of
the date of this Proxy Statement, the Company believes that all reports which
needed to be filed have been filed in a timely manner for the year ended June
30, 2005.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table reflects, as of May 17, 2006, the beneficial Common Stock
ownership of: (a) each director of the Company, (b) each Named Executive (See
"Executive Compensation"), (c) each person known by the Company to be a
beneficial holder of five percent (5%) or more of its Common Stock and Preferred
Stock, and (d) all executive officers and directors of the Company as a group:
Number of Shares Percentage
Name and Address(1) Beneficially Owned Class of Class(2)
------------------- ------------------ ----- -----------
Charles Neild 0 Common *
Chief Executive Officer, Chief
Compliance Officer, Secretary and
Chairman
Janet Crance 50,000 Common *
Chief Financial Officer, 25,000 Series C Preferred(3) 2%
Treasurer, and Director
Robert Madia 152,245 Common *
Director 45,000 Series C Preferred(3) 4%
Donald Schwall 0 Common *
Director
Robert McCoy 0 Common *
Director
Franchise Royalty Corporation 320,500 Series C Preferred(3) 27%
Whatever Sweet Peas, LLC 320,500 Series C Preferred(3) 27%
All directors and executive 152,245 Common *
officers (4 persons) 45,000 Series C Preferred(3) 4%
----------
* Denotes less than 1%
(1) Unless indicated otherwise, the address for each of the above listed is c/o
Franchise Capital Corporation at 8655 E. Via De Ventura Suite G-217
Scottsdale, AZ 85258 .
(2) The above percentages are based on 72,062,852 shares of common stock and
1,182,500 shares of Series C Preferred Stock outstanding as of May 17,
2006.
(3) Series C Preferred Stock has no voting rights, but is convertible in to
common stock on a 1:1 basis and can, as a class, elect three members of the
Board of Directors, provided that a majority of the Board is, at all times,
independent.
The number of shares and percentages of class beneficially owned by the entities
above is determined under rules promulgated by the SEC and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
such rules, beneficial ownership includes any shares as to which the individuals
has sole or shared voting power or investment power and also any shares as to
which the individual has the right to acquire within 60 days through the
exercise of any stock option or other right. The inclusion herein of such
7
shares, however, does not constitute an admission that the named stockholder is
a direct or indirect beneficial owner of such shares. Unless otherwise
indicated, each person or entity named in the table has sole voting power and
investment power (or shares such power with his or her spouse) with respect to
all shares of capital stock listed as owned by such person or entity.
MATTERS FOR CONSIDERATION BY STOCKHOLDERS
PROPOSAL 1. WITHDRAW ELECTION TO BE SUBJECTED TO SECTIONS 55 THROUGH 65 OF THE
INVESTMENT COMPANY ACT OF 1940 PURSUANT TO THE PROVISIONS OF SECTION 54(A) OF
THE ACT.
The Company's Board of Directors has unanimously adopted a resolution seeking
shareholder approval to withdraw its election to be subjected to sections 55
through 65 of the Investment Company Act of 1940 (the "Act"), pursuant to the
provisions of section 54(c) of the Act.. The Board of Directors believes that
the Company can operate more efficiently as a standard 1934 Act Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
PROPOSAL 2. ELECTION OF DIRECTORS.
Two (2) directors will be elected at the Annual Meeting, each to hold office
until the next Annual Meeting of the Stockholders of the Company or until their
successors are elected and qualify, subject to their prior death, resignation or
removal. Officers serve at the discretion of the Board of Directors. There are
no family relationships among any of the Company's directors and executive
officers. In the absence of instructions to the contrary, shares of Common Stock
represented by properly executed proxies will be voted for the two (2) nominees
listed herein below, all of whom are recommended by management of the Company
and who have consented to be named and to serve if elected.
In the event that any management nominee is unable or declines to serve as a
director at the time of the Meeting, the proxies will be voted for any nominee
who is designated by the present Board of Directors to fill the vacancy. It is
not expected that any nominee will be unable or will decline to serve as a
director.
The Board of Directors met or adopted actions by unanimous written consent
approximately twenty six (26) times during the year ended June 30, 2005.
The Board knows of no reason why any of the nominees will be unavailable or
decline to serve as a director.
The affirmative vote of a majority of the combined Votes Cast at the Meeting is
required to elect the directors nominated below.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION OF THE NOMINEES
LISTED BELOW.
8
NOMINEES FOR ELECTION AS DIRECTOR
At the annual meeting, the stockholders will elect two directors to serve until
2006 annual meeting of stockholders. The Company has already obtained majority
written consent from its Series C Preferred Stockholders to elect three
directors, Robert McCoy, Donald Schwall, and Robert Madia and they have
consented to election. The Series C Preferred Stock as a class, can elect three
members of the Board of Directors, provided that a majority of the Board is, at
all times, independent. At this point, the Series C Preferred Stockholder has
nominated three directors leaving two to be nominated at the annual meeting.
Assuming a quorum is present, the two nominees receiving the highest number of
affirmative votes of shares entitled to be voted for them will be elected as
directors of the Company. Stockholders are not entitled to cumulate votes in the
election of directors. All nominees have consented to serve as directors, if
elected. If nay nominee is unable or unwilling to serve as a director at the
time of the annual meeting, the persons who are designated as proxies intent to
vote, in their discretion, for such other persons, if any, as may be designated
by the board of directors. As of the date of this proxy statement, the board of
directors has no reason to believe that any of the persons named below will be
unable or unwilling to serve as a nominee or as a director if elected.
The names of the nominees, their ages as of May 17, 2006, and certain other
information about them are set forth below:
Name Age Position
---- --- --------
Charles Neild 62 Chief Executive Officer, President, Chief
Compliance Officer, Secretary and Chairman
Janet Crance 50 Chief Financial Officer, Treasure, and Director
Robert Madia (1)(2)(3) 71 Director
Donald Schwall (1)(2)(3) 35 Director
Robert McCoy (1)(2)(3) 62 Director
----------
(1) The Company has obtained majority written consent from its Series C
Preferred Stockholders to elect Robert McCoy, Donald Schwall and Robert
Madia to serve until 2006 annual meeting and they have consented to
election. The Series C Preferred Stock as a class, can elect three members
of the Board of Directors, provided that a majority of the Board is, at all
times, independent.
(2) Member of the Audit Committee
(3) Member of the Investment Committee
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT.
The Board of Directors of the Company has appointed the accounting firm of
Epstein Weber & Conover, PLC as independent certified public accountants for the
Company for the year ending June 30, 2005, subject to stockholder approval. The
Company has been advised that neither that firm nor any of its partners has any
material relationship with the Company or any affiliate of the Company.
9
(a) Audit Fees: For the fiscal year ended June 30, 2005, Epstein Weber &
Conover, PLC billed the Company approximately $19,000 for the audit of the
Company's annual financial statements for the year then ended and for pre-filing
reviews for all Form(s) 10-Q for that fiscal year.
(b) Audit-Related Fees: NONE
(c) Tax Fees: NONE
(d) All Other Fees: NONE
(e) A representative of Epstein Weber & Conover, PLC is expected to be present
at the Meeting to make a statement, if he or she desires to do so, and to be
available to respond to appropriate questions at the Meeting. In the event that
the stockholders disapprove the appointment of independent public accountants
for the Company, the Board of Directors will review its selection.
Approval of the appointment of Epstein Weber & Conover, PLC, independent
certified public accountants for the Company for the year ending June 30, 2006,
requires the affirmative vote of a majority of the combined Votes Cast.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE
YEAR ENDING JUNE 30, 2006.
BY ORDER OF THE BOARD OF DIRECTORS OF
FRANCHISE CAPITAL CORPORATION
By: /s/ Charles Neild
------------------------------------------
Charles Neild
Chief Executive Officer
Scottsdale, Arizona
Dated: May 17 , 2006
10
REVOCABLE PROXY
FRANCHISE CAPITAL CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
To be held June 29, 2006
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles Neild, proxy, with full power of
substitution, to vote all shares of stock of Franchise Capital Corporation (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Company to be held on June 29, 2006, at 10:00a.m., local
time, at the Company's offices located at 8655 E. Via De Ventura G-217
Scottsdale, AZ 85258, a copy of which has been received by the undersigned.
Execution of a proxy will not in any way affect a stockholder's right to attend
the meeting and vote in person. The proxies are further authorized to vote, in
their discretion, upon such other business as may properly come before the
meeting or any adjournments thereof, and upon which the persons named as
attorneys in the proxies may exercise discretion under applicable law.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3
1. To withdraw its election to be subjected to sections 55 through 65 of the
Investment Company Act of 1940 (the "Act"), pursuant to the provisions of
section 54(c) of the Act.. The Board of Directors believes that the Company
can operate more efficiently as a 1934 Act Company.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To elect two (2) members to the Board of Directors for the specified term
or until his successor is elected and qualified:
(1) Charles Neild FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(2) Janet Crance FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(3) Robert Madia FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(4) Robert McCoy FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(5) Donald Schwall FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To ratify the appointment of independent public accountants for the Company
for the year ending June 30, 2005.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
If signing as attorney, executor, trustee or guardian, please give your full
title as such. If stock is held jointly, each owner should sign.
Signature
----------------------------------------------
Name
--------------------------------------------------
Number of voting shares
--------------------------------
Date
---------------------------------------------------
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------