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~~April 118, ~~2006~~2007

Commission File Number: 333-72392

FRANCHISE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

98-0353403

(IRS Employer Identification No.)

43180 Business Park Drive, Suite 202

Temecula, CA 92590

(Address of principal executive offices)

(951) 587-9100

(Registrant’s telephone number)

~~ITEM~~Item 34.0201 ~~UNREGISTERED~~Changes ~~SALES~~in OFRegistrant’s ~~EQUITY~~Certifying ~~SECURITIES~~Accountant.

~~From~~(a) ~~December~~On 1,April ~~2006 through January 29~~18, 2007, Franchise Capital Corporation (the “Company”) ~~issued~~dismissed aEpstein ~~total~~Weber of& ~~186~~Conover,~~376~~ ~~shares~~PLC toas ~~Golden~~independent ~~Gate~~auditors ~~Investors~~for inthe ~~exchange~~Company. ~~for~~The ~~cash~~decision ofto ~~$186,376. The~~dismiss ~~shares~~Epstein ~~were~~Weber ~~issued~~& ~~with~~Conover, aPLC ~~restrictive~~(“Epstein ~~legend~~Weber”) ~~pursuant~~and to ~~Rule~~seek ~~144~~new ofindependent ~~the~~auditors ~~Securities~~was ~~Act~~approved ofby ~~1933,~~the asCompany’s ~~amended~~Board of Directors.

The ~~sale~~reports of ~~shares~~Epstein toWeber ~~Golden~~on ~~Gate~~the ~~Investors~~Company’s ~~was~~financial ~~under~~statements afor ~~stock~~the ~~purchase~~fiscal ~~agreement~~years ~~between~~ended ~~Golden~~September ~~Gate~~30, 2005 and ~~the~~2004 ~~Company~~did ~~dated~~not ~~October~~contain ~~31,~~an ~~2006. Pursuant~~adverse toopinion ~~the~~or ~~terms~~a disclaimer of ~~the~~opinion ~~purchase~~and ~~agreement,~~were ~~Golden~~not ~~Gate~~qualified isor ~~required~~modified as to ~~purchase $100~~uncertainty,~~000~~ audit scope or accounting principles. In connection with the audits of the Company’s ~~restricted~~financial ~~common~~statements ~~stock~~for atthe afiscal ~~price~~years ofended $September 30, 2005 and 2004, (1~~.00~~) ~~per~~there ~~share~~were ~~for~~no ~~every~~disagreements ~~$10,000~~with inEpstein ~~convertible~~Weber ~~debentures~~on ~~paid~~any ~~down~~matter byof ~~the~~accounting ~~Company. From~~principles ~~December~~or 14practices, ~~2006~~financial ~~though~~statement ~~January~~disclosure ~~24,~~or ~~2007~~auditing scope and procedure which, if not resolved to the ~~Company~~satisfaction ~~paid~~of ~~down~~Epstein ~~$18~~Weber,~~636~~ ofwould ahave ~~convertible~~caused ~~debenture~~Epstein ~~dated~~Weber ~~June~~to ~~25,~~make ~~2004~~reference ~~through~~to the ~~issuance~~matter in its report and (2) there were no “reportable events” as that term is defined in Item 304 of ~~83,121,521~~Regulation ~~shares~~S-K promulgated under the Securities Exchange Act of ~~restricted~~1934 ~~common~~(“Item ~~stock~~304”).

~~The~~(b) ~~83,121,521~~On ~~shares~~April ~~issued~~20, in2007, ~~satisfaction of~~ the ~~debenture~~Company ~~were~~engaged ~~issued~~Gruber ~~from~~& anCompany, ~~escrow~~LLC ~~set up~~ as ~~part~~the ofCompany's aindependent ~~settlement~~accountant ~~agreement~~to ~~between~~report on the Company’s ~~and~~balance ~~Golden~~sheets ~~Gate~~as ~~relating~~of toSeptember ~~the June 25~~30, ~~2004 debenture~~2006, and ~~were issued with a restrictive legend pursuant to Rule 144. Under~~ the ~~terms~~related statements of ~~the escrow~~income, ~~Golden~~stockholders’ ~~Gate~~equity isand ~~able~~cash toflows ~~draw~~for ~~down~~the ~~shares~~years inthen ~~satisfaction~~ended. ofNeither the ~~debenture~~Company ~~provided~~nor ~~that~~anyone ~~Golden~~acting ~~Gate~~on ~~does~~its ~~not~~behalf ~~own~~consulted orwith ~~control~~Gruber ~~more~~& ~~than~~Company, ~~4.9%~~LLC ofregarding ~~the~~(i) ~~total~~either ~~issued~~the ~~and~~application ~~outstanding common shares~~ of ~~the~~any ~~Company. The~~accounting ~~debenture~~principles isto ~~redeemed at~~ a ~~price~~specific ~~per~~completed ~~share~~or ~~equal~~contemplated totransaction ~~an average~~ of the ~~five~~Company, ~~lowest~~or ~~closing bid prices over~~ the 45type ~~days~~of ~~preceding~~audit ~~the~~opinion ~~redemption~~that ~~request. The~~might ~~shares~~be ~~remaining~~rendered inby ~~escrow~~Gruber ~~are~~& ~~voted~~Company, byLLC on the Company’'s ~~Board~~financial ofstatements; ~~Directors. Once~~or ~~the~~(ii) ~~entire debenture has been redeemed,~~ any ~~shares~~matter ~~remaining~~that inwas ~~the~~either ~~escrow will be returned to~~ the ~~Company’s~~subject ~~treasury and cancelled. As~~ of ~~January 29, 2007,~~ a ~~total~~disagreement ofwith ~~765,270,212~~Epstein ~~shares~~Weber ~~remained~~or ina ~~escrow~~reportable ~~and~~event ~~the~~with ~~unredeemed~~respect ~~balance~~to onEpstein ~~the debenture was $203,291~~Weber.

ITEM 9.01 ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS~~Exhibits

(a) Financial Statements.

Exhibit No.

Document

Location

16.1

Letter, dated April 20, 2007, from Epstein Weber & Conover, PLC to the Securities and Exchange Commission.

Filed herewith

~~Not applicable.~~SIGNATURES

~~(b)~~Pursuant ~~Pro~~to ~~Forma~~the ~~Financial~~requirements ~~Information.~~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.

~~Not~~Date: April ~~applicable.~~23, 2007

~~(c)~~Franchise ~~Exhibits~~Capital Corporation By: /s/ Steven R. Peacock Steven R. Peacock, Chief Executive Officer

Exhibit No.	Description	Location
10.1	Addendum to Convertible Debenture and Stock Sale Agreement	Filed herewith.

Exhibit 16.1

~~SIGNATURES~~April 20, 2007

~~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.~~Commission

~~Date: January~~100 29F. Street, ~~2007~~N.E.

~~Franchise~~Washington, ~~Capital Corporation By: /s/ Steven R~~D. ~~Peacock Steven R~~C. ~~Peacock, Interim Chief Executive Officer~~20549

Dear Sirs/Madams:

This letter is delivered by Epstein, Weber & Conover, PLC in connection with the filing by Franchise Capital Corporation with the Securities and Exchange Commission of a Current Report on Form 8-K dated April 18, 2007.

We have reviewed the contents of Item 4.01(a) of such Current Report on Form 8-K and agree with the statements contained therein.

Yours truly,

/s/ Epstein, Weber & Conover, PLC

Epstein, Weber & Conover, PLC

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