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~~date of earliest event reported): ~~September~~December 1731, 2004

FOUNDATION CAPITAL RESOURCES, INC.
(Exact Name of Registrant as
Specified in its Charter)

Georgia
(State or Other
Jurisdiction
of Incorporation)

333-105923
(Commission
File Number)

58-2557344
(IRS Employer
Identification No.)

1430 Leila Drive, Suite 100 Jackson, Mississippi (Address of Principal Executive Offices) 39216 (Zip Code)

Registrant's telephone number, including area code: (601) 321-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

~~(d)~~ ~~On September 17, 2004, the Board of Directors of~~ Foundation Capital Resources, Inc. (the "Company") ~~appointed~~has aannounced ~~new~~that ~~member, Ms~~Mr. ~~Terri~~Kenneth PC. ~~Hudson.~~Bray, ~~There are no arrangements or understandings between Ms. Hudson and any other persons pursuant to which Ms. Hudson was selected as~~ a ~~director.~~member ~~Ms. Hudson has been named to the following committees~~ of the Board of Directors: ~~the Audit Committee and the Corporate Governance and Nominating Committee. Neither Ms. Hudson nor any member~~ of ~~her immediate family has a direct or indirect material interest in any transaction with~~ the Company, ~~during~~passed ~~the~~away ~~last~~on ~~two~~December ~~years.~~31, ~~Neither Ms~~2004. ~~Hudson nor any member of her immediate family has a direct or indirect material interest in any proposed transaction with the Company.~~

Effective January 3, 2005, the Company appointed a new principal officer, Mr. Jeffrey Harold Sallee (age 39) as Vice President and Senior Relationship Manager. From August, 2004 to December, 2004, Mr. Sallee served as an Assistant Vice President with Fifth Third Bank in Brighton, Michigan, where he assisted companies with sales between $2,000,000 and $10,000,000 with their credit and non-credit banking service needs. Between January, 2003 and August, 2004, Mr. Sallee served as a Senior Loan Officer with Rives Leavell & Co. in Brighton, Michigan, where he assisted not-for-profit corporations, specifically religious organizations with aggregate financing needs greater than $700,000, with their credit needs. Between December, 1998 and January, 2003, Mr. Sallee served as a Corporate Banking Officer with Fifth Third Bank in Southfield, Michigan, where he assisted companies with sales between $10,000,000 and $80,000,000 with their credit and non-credit banking service needs.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 22, 2004	FOUNDATION CAPITAL RESOURCES, INC. (Registrant)
Date: January 5, 2005	FOUNDATION CAPITAL RESOURCES, INC. (Registrant)
	By	/s/ Bobby D. Ray
		Bobby D. Ray, Chief Financial Officer (Principal financial and accounting officer and duly authorized signatory for the registrant)

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