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) June 8, 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)
20701 N. Scottsdale Rd. Suite 107-239
Scottsdale, AZ 85255
(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 June 6, 2006 the Board of Directors accepted the resignation of Charles
Neild.
Also on June 6, 2006 the Board of Directors appointed former Chairman and CEO
Edward C. Heisler as Chairman, President, & CEO.
ITEM 8.01 OTHER EVENTS
The Board of Directors has decided to postpone a shareholders meeting the
Company had tentatively scheduled for June 29th, 2006. The Company had recently
filed a Preliminary Proxy Statement on Schedule 14A with the Securities and
Exchange Commission (SEC) regarding the meeting. That filing was prepared
without the assistance of counsel or auditors, and the SEC responded to the
filing with many comments as to the filing's deficiencies.
The Board has been advised to complete its delinquent filings prior to filing an
amended Schedule 14A, and to substantially expand its disclosures. The Company
is currently delinquent in its December 31, 2005 and March 31, 2006 10-Q's and
is unable to complete its quarterly reports due to outstanding invoices with the
Company independent auditors. The Company does not have funds to retain auditors
and attorneys to complete its filings.
The Company continues to be unsuccessful in acquiring needed funding to support
itself. To restore shareholder value, the Company is looking at every option
possible, including a new business model. In addition, it has had discussions
with several potential acquirers.
In May the Company was also unable to make its latest payment due to AZTECA Wrap
Foods. The Company had purchased a 50% ownership in Kokopelli Franchise Company
from AZTECA in August of 2005. AZTECA has sent the Company a letter of default,
to which the Company replied requesting an extension.
Recently the Company's CEO appeared in a proceeding in San Diego Superior Court
as a witness for the Company's former President and CEO, Bradford Miller, and
two other shareholders. The three had personally guaranteed an agreement between
Franchise Capital Corporation and Golden Gate Investors, and are now being sued
by Golden Gate. Franchise Capital, which is not a party in the litigation,
believes that the agreement was a violation of securities laws, and in addition,
they believe Golden Gate violated Section 16b of the 1934 Act. Franchise Capital
hopes that a decision in this case could aid the Company in settling its
outstanding contract dispute with Golden Gate.
The Company's corporate address has changed to 20701 N. Scottsdale Rd. Suite
107-239, Scottsdale AZ 85255
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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: June 8, 2006
Franchise Capital Corporation
By: /s/ Edward C. Heisler
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Edward C. Heisler, Chairman & CEO
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