SEC File No. 333-118259
-----------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
TO
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CAPITAL RESOURCE FUNDING, INC.
(NAME OF SMALL BUSINESS ISSUER IN OUR CHARTER)

North Carolina
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

7389 54-2142880
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

2212 Lantern Way Circle, Cornelius, North Carolina 28031
(704) 564-1676
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

David R. Koran
2212 Lantern Way Circle, Cornelius, North Carolina 28031
(704) 564-1676

(NAME, ADDRESS AND TELEPHONE OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of this registration statement.

If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 registration number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE (1)(2)

Proposed
Proposed Maximum
Amount of Maximum Aggregate Amount of
Title of Securities Shares to be Offering Price Offering Registration
to be Registered Registered Per Share Price (1) Fee
- ------------------- ------------ --------------- ---------- ------------

$.001 par value 790,000 $.25(1) $ 197,500 $25.02
common stock
- ------------------- ------------ --------------- ---------- ------------

TOTALS 790,000 $ 197,500 $25.02

(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee for the shares of the Selling Security Holders. The
registration fee for the shares of the Selling Security Holders is based
upon a value of $.25. Pursuant to the offering, the shares of the Selling
Security Holders will be sold at $.25 until the shares are traded on the
Over-The-Counter Bulletin Board and thereafter at prevailing market prices.

The information in this prospectus is not complete and may be changed. The
Selling Security Holders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

We hereby amend this registration statement on such date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until this Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a) may determine.

[The Rest of this Page is Intentionally Left Blank]

SUBJECT TO COMPLETION, DATED DECEMBER 23, 2004

CAPITAL RESOURCE FUNDING, INC.

790,000 shares of Common Stock

Our Selling Security Holders are offering 790,000 shares of our common stock for
sale. None of the proceeds of this offering will go to the Company.

One of the Selling Security Holders is Greentree Financial Group, Inc., a
Florida corporation and consultant to us ("Greentree"), which is offering all of
its shares of common stock for sale under this prospectus. Greentree is
registering its shares for sale because it is a service provider to, rather than
a long term investor in, our Company. In connection with the offering,
Greentree would be deemed to be a statutory underwriter within the meaning of
Section 2(a)(11) of the Securities Act of 1933, as amended.

The Selling Security Holders will sell their shares at $0.25 until the shares
are traded on the Over-the-Counter Bulletin Board and thereafter at prevailing
market prices. We will pay all expenses of registering the securities.

Upon effectiveness of the registration statement of which this prospectus is a
part, we plan to pursue quotation of our common stock on the Over-The-Counter
Bulletin Board. This process requires the selection of a market maker to submit
an application to the National Association of Securities Dealers, Inc. in order
have our shares approved for quotation. There can be no assurance that we will
find a market maker willing to work with us, or that our application will be
accepted. In addition, the application process can take several months. If
successful, we would then attempt to acquire additional market makers so that
active trading in our common shares could begin. Again, there can be no
assurances that active trading will ever develop for our common stock. In the
event that we are unsuccessful in developing a relationship with a market maker
or market makers, we will re-evaluate our plans to pursue quotation of our
shares on the Over-The-Counter Bulletin Board.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS"
BEGINNING ON PAGE 8.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed. Our
Selling Security Holders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

The date of this preliminary prospectus is December 23, 2004.

TABLE OF CONTENTS

Part I - Prospectus Information Page

1. Front Cover Page of Prospectus 3
2. Inside Front Cover Page of Prospectus 4
3. Summary Information 5
Risk Factors 8
4. Use of Proceeds 14
5. Determination of Offering Price 15
6. Dilution 16
7. Selling Security Holders 16
8. Plan of Distribution 17
9. Legal Proceedings 18
10. Directors, Executive Officers, Promoters and Control Persons 18
11. Security Ownership of Certain Beneficial Owners and Management 21
12. Description of Securities 22
13. Experts 23
14. Disclosure of Commission Position on Indemnification
For Securities Act Liabilities 23
15. Transactions Within Last Five Years 23
16. Description of Business 25
17. Management's Discussion and Analysis 29
18. Description of Property 33
19. Certain Relationships and Related Transactions 34
20. Market for Common Equity and Related Stockholder Matters 34
21. Executive Compensation 37
22. Financial Statements 38
23. Changes in and Disagreements with Accountants on Accounting
And Financial Disclosure 59

ITEM 3. SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

OUR COMPANY.

We were incorporated in North Carolina on February 2, 2004 to engage in the
business of commercial finance brokerage and consulting. We are currently
engaged and plan to continue in the commercial finance brokerage and consulting
business. Our executive offices are currently located at the residence of our
President, Mr. David R. Koran, 2212 Lantern Way Circle, Cornelius, NC 28031. Our
telephone number is (704) 564-1676. We are authorized to issue common stock.
Our total authorized common stock consists of 100,000,000 shares of which
10,990,000 shares are issued and outstanding. We are also authorized to issue up
to 10,000,000 shares of convertible preferred stock, of which none are issued
and outstanding.

OUR BUSINESS.

We have acted and intend to continue to act as a broker for commercial
finance transactions. The different types of commercial financing that we intend
to broker are: Commercial Mortgages, Asset-Based Lines of Credit, Commercial
Leasing, Accounts Receivable Financing (also known as "Factoring") and Purchase
Order Financing. To date, we have successfully brokered four financing
transactions totaling $9,183 in fees, consisting of two mortgage transactions
totaling $3,044, five monthly broker fees for one factoring transaction and one
broker fee in connection with a commercial lease transaction. Therefore, we have
only received fees in connection with four closed transactions.

While we have developed a business plan that anticipates opportunistic
growth, to date we have generated significant losses and our president is
currently working without remuneration. We find ourselves in need of additional
funds, especially when Mr. Koran and other officers begin to draw a salary
and/or receive repayment of expenses, such as the expenses that Mr. Koran has
incurred on our behalf. We currently expect Mr. Koran and the other officers to
begin to draw a salary towards the end of 2005.

Set forth below is a brief description of several types of commercial
financing that we intend to broker. We have had success in brokering a
commercial mortgage, a commercial lease and an accounts receivable financing
package. There can be no assurances that we will continue to be successful with
these types of commercial financing, or with any of the other types of
commercial financing that are described.

In brokering a commercial mortgage, we would typically act as an agent to
secure a loan for a client to purchase a building in which to operate a
business such as an import/export company. We would help the client arrange the
loan with a bank, for example, and at closing we would be paid a broker's
commission from the funding source that typically amounts to 1% of the loan
amount.

In brokering asset-based lines of credit, we would typically act as an
agent to secure a loan from a bank, for example, for a manufacturing company
that would be secured with inventory and/or accounts receivable. After the
closing, we would be paid a commission by the funding source that typically
amounts to .5% to 1% of the loan amount.

In brokering commercial leases, we would typically act as an agent to
acquire a commercial lease of certain business equipment, such as several dump
trucks for a construction company. Once each commercial lease transaction is
closed, we would typically be paid a brokering commission from the funding
source that averages .5% to1% of the loan amount.

In brokering accounts receivable/factoring financing, we would typically
act as an agent to acquire loans that speed up the collection of cash flow for
our clients. The typical fee for this type of financing is generally between 1
to 8% of each invoice financed. The typical funding contract for a hypothetical
accounts receivable financing or factoring transaction will have a minimum one
year term. Thus, we anticipate each transaction of this type to pay monthly
commissions for at least one year, if and when we have secured the brokerage
assignment.

In brokering purchase order financing, we would typically act as an agent
to acquire financing on a purchase order-by-purchase order basis in order to
provide a client with funding to fill each order. Once each purchase order
financing transaction is closed and funded, we would be paid a brokering
commission from the funding source which would be .5% to 1% of each purchase
order funded.

In performing all of these brokering services, we have and propose to
represent the client business in all aspects of assisting with the assessment of
funding needs and qualifications, and identifying and making presentations to
the most suitable funding sources.

David Koran is the key employee of our Company, and he devotes
approximately 25 hours per week to developing and operating our business. Laura
Koran, the spouse of David Koran, is the Chief Financial Officer, Secretary and
a Director of our Company, and she owns 150,000 shares of our common stock.
Steve Moore is the Chief Operating Officer and a Director of our Company, and he
owns 75,000 shares of our common stock. Finally, Richard Koran is the Vice
President and a Director of our Company, and he owns 75,000 shares of our common
stock. He is also the father of David Koran. David Koran has complete control
over the Company, inasmuch as he is Chairman, Chief Executive Officer and a
Director, and he owns 10,000,000 shares of common stock, representing 91% of the
issued and outstanding shares of common stock.

Our Company has limited assets and is dependent on obtaining additional
equity or debt financing in the near future in order to be able to continue its
operations. At such time, we intend to engage a licensed broker-dealer to seek
out additional equity and/or debt financing on our behalf. It is important to
note that our business plan is not unique. There are thousands of competitors
in the United States doing exactly what we do and what we propose to do. And
there are no barriers to competition to prevent the entry of more such
competitors. Finally, Mr. Koran has personally paid certain of our business
expenses, including website development and rent, and he is currently working
without remuneration.

OFFERING.

As of October 22, 2004, we had 10,790,000 shares of our common stock
outstanding. This offering is comprised of a registered securities offering by
the Selling Security Holders, composed of: (i) Greentree Financial Group, Inc.,
our consultant, who intends to sell all 490,000 shares of common stock that it
received for providing services to our Company; (ii) Laura Koran, our Chief
Financial Officer, Secretary and Director, who intends to sell 150,000 shares of
our common stock; (iii) Steve Moore, our Chief Operating Officer and Director,
who intends to sell 75,000 shares of our common stock; and (iv) Richard Koran,
our Vice President and Director, who intends to sell 75,000 shares of our
common stock.

Because of Greentree's role in the distribution, they would be deemed to be
"statutory underwriters" within the meaning of Section 2(11) of the Securities
Act. Greentree has advised us that it will comply with the prospectus delivery
requirements that would apply to a statutory underwriter in connection with the
sale of our shares. Further, Greentree has acknowledged that it is familiar
with the anti-manipulation rules of the SEC, including Regulation M. These rules
may apply to sales by Greentree in the market if a market develops.

Regulation M prohibits any person who participates in a distribution from
bidding for or purchasing any security which is the subject of the distribution
until the entire distribution is complete. It also prohibits sales or purchases
to stabilize the price of a security in the distribution.

We have paid all estimated expenses of registering the securities. Although
we will pay all offering expenses, we will not receive any proceeds from the
sale of the securities. Our offering expenses are approximately $24,441 which
has partly been paid from the $100 in proceeds from the sales of our common
stock to our President and a $15,000 unsecured line of credit with an unrelated
bank.

FINANCIAL SUMMARY INFORMATION.
------------------------------

Because this is only a financial summary, it does not contain all the financial
information that may be important to you. You should also read carefully all the
information in this prospectus, including the financial statements and their
explanatory notes.

For the period from For the period from
inception (February 2, inception (February 2, 2004)
Statements of Operations 2004) through May 31, 2004 through September 30, 2004
- ------------------------ -------------------------- ----------------------------

Revenues $ 4,257 $ 9,183
- ------------------------ -------------------------- ----------------------------
Cost of Sales $ -0- $ -0-
- ------------------------ -------------------------- ----------------------------
Gross profit $ 4,257 $ 9,183
- ------------------------ -------------------------- ----------------------------
Operating expenses $ 4,056 $ 183,859
- ------------------------ -------------------------- ----------------------------
Income (loss) from operations $ 201 $ (174,676)
- ------------------------ -------------------------- ----------------------------
Other expense, net $ -0- $ 944
- ------------------------ -------------------------- ----------------------------
Net income (loss) $ 201 $ (175,620)
- ------------------------ -------------------------- ----------------------------
Net income per common share Less than $.01 $ (.02)
- ------------------------ -------------------------- ----------------------------

Balance Sheets As of May 31, 2004 As of September 30, 2004
- ------------------------ -------------------------- ----------------------------

Available cash $ 4,243 $ 4,191
- ------------------------ -------------------------- ----------------------------
Total current assets $ 4,243 $ 4,191
- ------------------------ -------------------------- ----------------------------
Other assets $ -0- $ -0-
- ------------------------ -------------------------- ----------------------------
Total Assets $ 4,243 $ 4,191
- ------------------------ -------------------------- ----------------------------
Current liabilities $ -0- $ 52,279
- ------------------------ -------------------------- ----------------------------
Total liabilities $ -0- $ 52,279
- ------------------------ -------------------------- ----------------------------
Stockholders equity (deficit) $ 4,243 $ (48,088)
- ------------------------ -------------------------- ----------------------------
Total liabilities and
stockholder's equity $ 4,243 $ 4,191
- ------------------------ -------------------------- ----------------------------

RISK FACTORS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED IN THIS PROSPECTUS INVOLVES
A HIGH DEGREE OF RISK. WE CANNOT ASSURE THAT WE WILL EVER GENERATE REVENUES,
DEVELOP OPERATIONS, OR MAKE A PROFIT.

OUR LIMITED OPERATING HISTORY AND LACK OF REVENUES MAKES EVALUATING OUR BUSINESS
AND PROSPECTS DIFFICULT

While our competitors have operated commercial finance brokering firms for a
significant period of time, we have only had limited operations and a lack of
revenues since our inception on February 2, 2004. As a result, we have a limited
operating history upon which you can evaluate us and our prospects. In addition,
we show a loss of $175,620 for the period from inception (February 2, 2004)
through September 30, 2004, without paying any salary to the principal.

WE HAVE INCURRED LOSSES FROM OPERATIONS AND LIMITED CASH THAT RAISES SUBSTANTIAL
DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN

Our cash flows used in operations were ($12,351) for the period from inception
(February 2, 2004) through September 30, 2004. We have incurred a net loss of
($175,620) during this same period. During this time, we also incurred certain
expenses that did not use cash. For example, our officer and majority
shareholder paid $3,942 in business expenses on our behalf, including rent and
website development expenses. Cash flows generated by financing activities were
$16,542 for the period from inception (February 2, 2004) through September 30,
2004.

SEASONAL ECONOMIC FLUCTUATIONS IN THE COMMERCIAL FINANCE BROKERAGE BUSINESS
ADVERSELY IMPACT OUR REVENUES, CAUSE CUT BACKS IN OUR OPERATIONS AND MAY IMPEDE
FUTURE GROWTH.

The commercial finance brokerage business is subject to seasonal fluctuations.
Historically, the commercial finance industry is known to have seasonal
fluctuations in the 4th quarter. Therefore, we expect to experience periods
where a lack of revenue may adversely effect our operations. For example, an
extended period of lack of revenue may cause us to cut back on our operations
which may impede any future growth.

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY IN THE FINANCIAL SERVICES MARKET
BECAUSE OF OUR SIZE.

The market for small business financial services is competitive, rapidly
evolving, fragmented, and highly sensitive to new product introductions and
marketing efforts by industry participants. Increased competition for services
similar to our brokering services could lower the Company's market share and
negatively impact its business and stock price. We face primary competition
from a number of companies that offer commercial finance brokering services
primarily through an internet presence only. Although we have implemented a
business plan designed to take advantage of market opportunities, we cannot be
certain that our competitors will not develop similar marketing strategies and
implement them with greater success, particularly given their greater size.

WE HAVE HAD LIMITED REVENUE GROWTH AND MAY NOT BE ABLE TO ACHIEVE GROWTH IN
REVENUES IN THE FUTURE.

It is possible that our business will not grow in the future, or that its costs
and expenses will increase. We cannot guarantee that we will be profitable in
the future.

OUR COSTS OF DOING BUSINESS MAY INCREASE SIGNIFICANTLY WHEN AND IF OUR BUSINESS
VOLUME INCREASES, WHICH COULD HAVE A NEGATIVE IMPACT ON OVERALL PROFITABILITY.

An increased business volume would require, among other things, a full-time
commitment from Mr. Koran, and additional support staff could be required.
Currently, Mr. Koran does not draw a salary nor does our Company pay for any of
his personal expenses such as telephone, travel, automobile mileage and
entertainment of referral sources. We do not intend to retroactively reimburse
Mr. Koran for these business related expenses and his salary. Rather, we will
only reimburse him prospectively as expenses are incurred, if applicable. For
example, we expect to pay Mr. Koran a salary of $40,000 per year, to begin
sometime in 2005. We also anticipate adding a marketing assistant sometime in
2005. Other anticipated expenses include search engine optimization and
additional internet advertising. Additional office equipment and office space
may be necessary as well. For 2005, we have budgeted $3,200 for rent, phone,
travel and web hosting, $9,000 per quarter in internet advertising, $7,500 per
quarter in professional fees, and $10,000 per quarter in salary. These
expenses could have a negative impact on overall profitability, which impact
could be offset by additional revenue.

OUR BUSINESS STRATEGY INCLUDES FORMING NEW MARKETING RELATIONSHIPS WITH OTHERS
AND A FAILURE TO ACCOMPLISH THIS STRATEGY MAY ADVERSELY IMPACT OUR CUSTOMER BASE
AND REVENUE GROWTH.

We currently rely upon a web presence and individual referral sources for our
business. We recognize the importance of forming direct marketing partnerships
with other companies with complementary services. Failure to develop marketing
partnerships may adversely impact our ability to grow our business model.

BECAUSE IT IS NOT DIFFICULT TO ENTER OUR INDUSTRY, WE EXPECT INCREASED
COMPETITION WHICH COULD HARM OUR BUSINESS.

The commercial finance brokerage industry is very competitive. Increased
competition is likely from both existing competitors and new entrants into our
existing or future markets. We believe it is not very difficult to enter into
business in our industry. Our competitors have significant advantages, and our
future competitors may also have advantages, including:

- - established referral network and name recognition;

- - substantially greater resources and market presence;

- - better customer service and technological expertise;

- - additional personnel;

- - the ability to devote greater resources to marketing;

- - longer operating histories; and

- - larger and more established customer bases.

TO GROW OUR BUSINESS, WE PLAN TO LAUNCH A MARKETING CAMPAIGN TO BUILD NAME
RECOGNITION AND SEEK COMPLEMENTARY MARKETING PARTNERSHIPS WITH ACCOUNTING FIRMS
AND COMMERCIAL BANKS. THERE CAN BE NO ASSURANCES WE WILL HAVE THE FUNDS
NECESSARY TO PURSUE OUR MARKETING CAMPAIGN OR THAT IT WILL SUCCEED IN GENERATING
REVENUE GROWTH FOR OUR COMPANY, EITHER OF WHICH WILL NEGATIVELY IMPACT OUR
RESULTS OF OPERATIONS.

To carry out our growth strategies, we plan to launch a marketing campaign to
build name recognition and seek complementary marketing partnerships with
accounting firms and commercial banks. An inability to launch a successful
marketing campaign and secure key marketing partnerships may negatively affect
our financial results and our ability to grow. We cannot guarantee that we will
be able to identify and fund the proper marketing efforts that will yield
produce any revenue growth.

MANY OF THE COMPANIES THAT WE PLAN TO TARGET FOR STRATEGIC MARKETING AND
CUSTOMER BUSINESS, SUCH AS BANKS, OPERATE IN A HIGHLY REGULATED INDUSTRY, WHICH
COULD ADVERSELY IMPACT OUR FREEDOM TO CONDUCT BUSINESS.

Although our business is not highly regulated, we plan to offer our services to
banks. The banking industry is highly regulated and subject to supervision by
several federal and/or state governmental regulatory agencies. If bank
regulations change or if new regulations are adopted to regulate the financing
of small business accounts receivable, our business, financial condition and
results of operations could be materially, adversely affected.

WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK.

To date, we have not paid any dividends on our common stock. We do not
anticipate paying any cash dividends on our common stock in the foreseeable
future. Any payment of future dividends and the amounts thereof will depend upon
our earnings, financial requirements and other factors deemed relevant by our
board of directors.

IF OUR COMMON STOCK BECOMES TRADABLE ON THE OVER-THE-COUNTER BULLETIN BOARD,
SALES OF OUR COMMON STOCK BY OUR PRINCIPAL SHAREHOLDER COULD AFFECT THE LEVEL OF
PUBLIC INTEREST IN OUR COMMON STOCK AS WELL AS DEPRESS ITS PRICE.

By the filing of this registration statement with the Commission, we are
attempting to register 790,000 shares of our common stock. If this registration
statement is declared effective, the selling shareholders, by delivery of the
prospectus included within this registration statement, will be able to sell
their registered shares at $.25 per share until trading begins on the OTC
Bulletin Board, and thereafter at negotiated prices. If our common stock
becomes tradable on the Over the Counter Bulletin Board, prospective purchasers
will be able to purchase our common stock in the open market. Greentree
Financial Group, Inc. will be able to sell the shares covered by this prospectus
on the open market. In addition, because our principal stockholder, David Koran,
owns approximately 91% of our common stock he may dispose of a substantial
percentage of his stock after a one-year holding period subject to the
limitations of Rule 144 under the Securities Act of 1933, as amended. In
general, these limitations impose a maximum sale requirement equal to the
greater of an amount during the preceding three months of 1% of our outstanding
shares or an amount equal to the average weekly reported volume of trading in
our common stock on all national securities exchanges and/or reported through
the automated quotation system of a registered securities association during the
four calendar weeks preceding the filing of a Rule 144 notice. In addition,
there are other requirements imposed by Rule 144, including manner of sale and
other requirements. If substantial amounts of any of these shares are sold
either on the open market or pursuant to Rule 144, there may be downward price
pressures on our common stock price, causing the market price of our common
stock to decrease in value. In addition, this selling activity could:

o Decrease the level of public interest in our common stock;
o Inhibit buying activity that might otherwise help support the market price
of our common stock; and
o Prevent possible upward price movements in our common stock.

THERE IS A RISK THAT OUR SHARES MAY NOT BECOME QUOTED ON THE OVER-THE-COUNTER
BULLETIN BOARD IN THE NEAR FUTURE, IN WHICH CASE THERE MAY BE NO TRADING MARKET
FOR OUR SHARES, OR WE MAY HAVE TO CONSIDER ALTERNATIVES SUCH AS APPLYING TO LIST
THEM FOR QUOTATION ON THE NATIONAL QUOTATION BUREAU'S PINK SHEETS, WHICH IS
CONSIDERED TO BE A LESS LIQUID TRADING MARKET, AND THE PRICE PER COMMON SHARES
COULD BE NEGATIVELY AFFECTED BY SUCH A LISTING.

We intend to reach an agreement with a market maker to assist us in filing a
15c-211 application to the NASD, Inc. to have our common shares quoted on the
Over-The-Counter Bulletin Board. Upon acceptance of our application, we intend
to acquire additional market makers to make a market in our common stock.
However, there can be no assurances that any of these steps will occur, and we
may be unable to become quoted on the OTC Bulletin Board. For example, the
NASD, Inc. requires approximately 25 shareholders for a company to be quoted on
the OTC Bulletin Board. There can be no assurances that we will be able to
acquire the necessary number of shareholders to be quoted. If we fail to be
quoted, there would be no established trading market for our shares. From there
we would have to consider other alternatives, such as the possibility of listing
the shares for trading on the National Quotation Bureau's Pink Sheets, which is
considered to be a less liquid trading market and the price per common share
could be negatively affected by such a listing.

THERE IS NO TRADING MARKET FOR OUR SHARES OF COMMON STOCK AND YOU MAY BE UNABLE
TO SELL YOUR SHARES.

There is not, and has never been, a trading market for our securities. There is
no established public trading market or market maker for our securities. There
can be no assurance that a trading market for our common stock will be
established or that, if established, a market will be sustained.

OUR LACK OF AN ESTABLISHED BRAND NAME AND RELATIVE LACK OF RESOURCES COULD
NEGATIVELY IMPACT OUR ABILITY TO EFFECTIVELY COMPETE IN THE FINANCIAL BROKERAGE
MARKET.

We do not have an established brand name or reputation to successfully sell
commercial funding programs. We also have a relative lack of resources to
conduct our business operations. Thus, we may have difficulty effectively
competing with companies that have greater name recognition and resources than
we do. Presently, we have no patents, copyrights, trademarks and/or service
marks that would protect our brand name or our proprietary information, nor do
we have any current plans to file applications for such rights. Our inability
to promote and/or protect our brand name may have an adverse effect on our
ability to compete effectively in the commercial finance industry.

WE HAVE NEAR-TERM CAPITAL NEEDS; WE MAY BE UNABLE TO OBTAIN THE ADDITION FUNDING
NEEDED TO ENABLE US TO OPERATE PROFITABLY IN THE FUTURE.

We will require additional funding over the next twelve months to develop our
business estimated to be equal to $96,000. Presently, we have only $4,191
worth of liquid assets with which to pay our expenses. Accordingly, we will
seek outside sources of capital such as conventional bank financing; however,
there can be no assurance that additional capital will be available on favorable
terms to us. If adequate funds are not available, we may be required to curtail
operations or to obtain funds by entering into collaboration agreements on
unattractive terms.

In addition, we have no credit facility or other committed sources of capital
sufficient to fund our business plan. We may be unable to establish credit
arrangements on satisfactory terms. If capital resources are insufficient to
meet our future capital requirements, we may have to raise funds to continue
development of our operations. To the extent that additional capital is raised
through the sale of equity and/or convertible debt securities, the issuance of
such securities could result in dilution to our shareholders and/or increased
debt service commitments. If adequate funds are not available, we may be unable
to sufficiently develop our operations to become profitable.

OUR PRINCIPAL STOCKHOLDER AND HIS FAMILY CONTROLS OUR BOARD OF DIRECTORS AND
THEREBY CONTROLS OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL HAVE LITTLE OR NO
PARTICIPATION IN OUR BUSINESS AFFAIRS.

Currently, our President, CEO and Director, Mr. David R. Koran owns 91% of the
outstanding shares of our company. In addition, Laura Koran, his wife, is our
Chief Financial Officer and a Director, and Richard Koran, his father, is our
Vice President and a Director. The Koran family will control the Board of
Directors and therefore control our business affairs. In addition, David Koran,
by virtue of his 91% share ownership percentage, he will have significant
influence over all matters requiring approval by our stockholders without the
approval of minority stockholders. In addition, he will be able to elect all of
the members of our Board of Directors, which will allow him to significantly
control our affairs and management. Accordingly, you will be limited in your
ability to affect change in how we conduct our business.

IF WE LOSE THE SERVICES OF OUR PRESIDENT, OUR BUSINESS MAY BE IMPAIRED.

Our success is heavily dependent upon the continued and active participation of
our president, David R. Koran. Mr. Koran has 12 years of experience in the
finance business. The loss of Mr. Koran's services could have a severely
detrimental effect upon the success and development of our business, inasmuch as
he is the only officer with commercial finance brokerage experience with our
Company. The other officers include two family members and Steve Moore, our
Chief Operating Officer. His background is in the textile industry. We do not
maintain "key person" life insurance on Mr. Koran. We do not have a written
employment agreement with Mr. Koran. There can be no assurance that we will be
able to recruit or retain other qualified personnel, should it be necessary to
do so.

WE DO NOT HAVE ANY PLANS TO HIRE ADDITIONAL PERSONNEL FOR AT LEAST THE NEXT
TWELVE MONTHS, WHICH MAY CAUSE SUBSTANTIAL DELAYS IN OUR OPERATIONS.

Although we plan to expand our business and operations, we have no plans to hire
additional personnel for at least the next twelve months. As we expand our
business there will be additional strains on our operations due to increased
cost. In addition, there may be additional demand for our services. We now
only have the services of our president to accomplish our current business and
our planned expansion. If our growth outpaces his ability to provide services
and we do not hire additional personnel it may cause substantial delays in our
operations.

WE FACE INTENSE COMPETITION, WHICH PUTS US AT A COMPETITIVE DISADVANTAGE; IF WE
ARE UNABLE TO OVERCOME THESE COMPETITIVE DISADVANTAGES WE MAY NEVER BECOME
PROFITABLE.

We face and will face intense competition from companies engaged in similar
businesses. We compete and will compete with numerous companies that broker
commercial finance products both over the Internet and via traditional forms of
business. Direct competition to us can be any individual or group of
individuals or company that brokers commercial finance products, and there are
thousands of entities that could be considered competitors in the United States.
Hence, there is no way to accurately quantify or detail our market competition
with specificity. However, many of our competitors have significantly greater
customer bases, operating histories, financial, technical, personnel and other
resources than we do, and may have established reputations for success in the
commercial finance industry. There can be no assurance that we will be able to
compete effectively in the highly competitive commercial finance industry, which
may adversely affect our business prospects.

OUR COMMON STOCK IS A "PENNY STOCK", AND COMPLIANCE WITH REQUIREMENTS FOR
DEALING IN PENNY STOCKS MAY MAKE IT DIFFICULT FOR HOLDERS OF OUR COMMON STOCK TO
RESELL THEIR SHARES.

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on NASDAQ, provided that current
price and volume information with respect to transactions in such securities is
provided by the exchange or system. Prior to a transaction in a penny stock, a
broker-dealer is required to:

o deliver a standardized risk disclosure document prepared by the SEC;
o provide the customer with current bid and offer quotation for the penny
stock;
o explain the compensation of the broker-dealer and its salesperson in the
transaction;
o provide monthly account statements showing the market value of each penny
stock held in the customer's account;
o make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's approval; and
o provide a written agreement for the transaction.

These requirements may have the effect of reducing the level of trading activity
in the secondary market for our stock. Because our shares are subject to the
penny stock rules, you may find it more difficult to sell your shares.

ITEM 4. USE OF PROCEEDS

Not Applicable. We will not receive any proceeds from the sale of the
securities by the Selling Security Holders.

ITEM 5. DETERMINATION OF OFFERING PRICE

The Selling Security Holders will sell their shares at $.25 per share until
the Company is traded on the Over-the-Counter Bulletin Board, and thereafter at
prevailing market prices. Prior to this offering, there has been no market for
our shares. The offering price of $.25 per share was arbitrarily determined and
bears no relationship to assets, book value, net worth, earnings, actual results
of operations, or any other established investment criteria. Among the factors
considered in determining this price were our historical sales levels, estimates
of our prospects, the background and capital contributions of management, the
degree of control which the current shareholders desired to retain, current
conditions of the securities markets and other information.

ITEM 6. DILUTION

Our net tangible book value as of May 31, 2004 was $4,243 or $.00042 per share
of common stock. Net tangible book value is determined by dividing our tangible
book value (total tangible assets less total liabilities and convertible
preferred stock) by the number of outstanding shares of our common stock.
However, subsequent to May 31, 2004, we issued an additional 790,000 shares of
common stock. As of September 30, 2004, we had a total of 10,790,000 shares of
common stock outstanding and no shares of preferred stock outstanding.
Accordingly, our current pro forma book value per share of common stock,
adjusted as of May 31, 2004, would be $.00039.

This small business issuer is not a reporting company currently and sold common
equity at a price significantly more than the price paid by its officer. We
issued 790,000 shares of common stock for services rendered at an offering price
of $.25 per share. Our pro forma book deficit adjusted as of May 31, 2004, would
have been ($193,257), or about ($.01791) per share (assuming a total of
10,790,000 shares of common stock outstanding after this offering). This
represented an immediate decrease in our pro forma book value to our existing
shareholders of $.01833 per share and an immediate dilution to new shareholders
of about $.26791 or 99%

The following table illustrates the per share dilution based on this example:

Offering Price Per Share $ .25000
Net Tangible Book Value Per Share Before This Offering (1) $ .00042
Decrease Attributable To New Investors (2) $(.01833)
--------
Net Tangible Book Value Per Share After This Offering $(.01791)
--------
Dilution Per Share To New Shareholders $ .26791
--------

_______________________________________________________

(1) Assumes a pro forma adjusted book value of $4,243 on May 31, 2004, and
10,790,000 shares of common stock outstanding, and no shares of preferred
stock outstanding, as of September 30, 2004.

(2) Assumes a net decrease of $197,500 in pro forma adjusted book value
(attributable to new shares issued to service providers) and 10,790,000
shares outstanding after that offering.

ITEM 7. SELLING SECURITY HOLDERS

The Selling Security Holders named in the table set forth below are selling
the securities covered by this prospectus. None of the Selling Security Holders
named below is a registered securities broker-dealer or an affiliate of a
broker-dealer. However, Greentree would be deemed to be a statutory underwriter
within the meaning of Section 2(11) of the Securities Act of 1933, as amended.

The table indicates that all the securities will be available for resale
after the offering. However, any or all of the securities listed below may be
retained by any of the Selling Security Holders, and therefore, no accurate
forecast can be made as to the number of securities that will be held by the
Selling Security Holders upon termination of this offering. We believe that the
Selling Security Holders listed in the table have sole voting and investment
powers with respect to the securities indicated. We will not receive any
proceeds from the sale of the securities covered by this prospectus.

SELLING SECURITY HOLDERS TABLE

Name Relationship Amount Owned Amount To Be Amount Owned Percent Owned
With Issuer Prior to Offering Registered After Offering Before/After Offering
- ------------ ------------- ----------------- ------------ -------------- ---------------------

Greentree Consultant 490,000 490,000 0 4.5%/ 0%
Financial (1)
Group, Inc.
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Laura Koran Cheif Financial, 150,000 150,000 0 1.4%/ 0%
Officer,
Secretary,
Director
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Steve Moore Chief Operating 75,000 75,000 0 0.7%/ 0%
Officer, Director
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Richard Koran Vice President 75,000 75,000 0 0.7%/ 0%
Director
- ------------ ------------- ----------------- ------------ -------------- ---------------------
TOTALS 790,000 790,000
- ------------ ------------- ----------------- ------------ -------------- ---------------------

(1) Robert C. Cottone and Michael Bongiovanni are the owners of Greentree
Financial Group, Inc. Greentree Financial Group, Inc. received the 490,000
shares of our common stock for consulting services that consist of
assisting in the preparation of this Form SB-2 registration statement and
the prospectus included therein, compliance with state Blue Sky
regulations, selection of an independent transfer agent and Edgar services.
Our contract with Greentree Financial Group, Inc. is attached as an exhibit
to this Registration on Form SB-2.

We intend to seek qualification for sale of the securities in those states
where the securities will be offered. To resell the securities in the public
market the securities must either be qualified for sale or exempt from
qualification in the states in which the selling shareholders or proposed
purchasers reside. We intend to seek qualification or exemptions for trading in
every state; however, there is no assurance that the states in which we seek
qualification or exemption will approve of the security re-sales. Should we not
obtain exemptions or qualification in these states you will be unable to resell
your shares.

ITEM 8. PLAN OF DISTRIBUTION

Our Selling Security Holders are offering 790,000 shares of our common
stock. The Selling Security Holders will sell their shares at $0.25 until the
shares are traded on the Over-the-Counter Bulletin Board and thereafter at
prevailing market prices. We will not receive any proceeds from the sale of the
shares by the Selling Security Holders. The securities offered by this
prospectus may be sold by the Selling Security Holders. We are not aware of any
underwriting arrangements that have been entered into by the Selling Security
Holders. The distribution of the securities by the Selling Security Holders may
be effected in one or more transactions that may take place in the
over-the-counter market, including broker's transactions or privately negotiated
transactions.

Greentree would be deemed to be a "statutory underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, as amended. Because of
such legal status, it may be liable for securities law violations in connection
with any material misrepresentations or omissions made in this prospectus. In
addition, commissions or discounts and other compensation paid to it may be
regarded as underwriters' compensation. Further, Greentree is responsible for
compliance with the prospectus delivery requirements of the Securities Act of
1933, as amended.

The Selling Security Holders may pledge all or a portion of the securities
owned as collateral for margin accounts or in loan transactions, and the
securities may be resold pursuant to the terms of such pledges, accounts or loan
transactions. Upon default by such Selling Security Holders, the pledgee in such
loan transaction would have the same rights of sale as the Selling Security
Holders under this prospectus so long as the Company files a post-effective
amendment to name and identify the new selling security holder. The Selling
Security Holders also may enter into exchange traded listed option transactions
that require the delivery of the securities listed under this prospectus. The
Selling Security Holders may also transfer securities owned in other ways not
involving market makers or established trading markets, including directly by
gift, distribution, or other transfer without consideration, and upon any such
transfer the transferee would have the same rights of sale as such Selling
Security Holders under this prospectus so long as the Company files a
post-effective amendment to name and identify the new selling security holder.
If a post-effective amendment is not filed with the Securities and Exchange
Commission by the Company, 'pledgees' and 'transferees' of a Selling Security
Holder would not have rights to resell under this prospectus.

In addition to, and without limiting, the foregoing, the Selling Security
Holders and any other person participating in a distribution will be affected by
the applicable provisions of the Securities and Exchange Act of 1934, including,
without limitation, Regulation M, which may limit the timing of purchases and
sales of any of the securities by the Selling Security Holders or any such other
person. Specifically, Regulation M prohibits an issuer, the Selling Security
Holders or affiliated purchaser other than in an excepted security or activity,
to bid for, purchase, or attempt to induce any person to bid for or purchase, a
covered security during the applicable restrictive period. The restrictive
period for our securities being registered begins on the latest of five business
days prior to the determination of the offering price or such time that a person
becomes a distribution participant, and ends upon such person's completion of
participation in the distribution. Distribution is defined under Regulation M
as meaning an offering of securities, whether or not subject to registration
under the Securities Act of 1933 that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special
selling efforts and selling methods. Distribution participant is defined under
Regulation M as meaning an underwriter, prospective underwriter, broker, dealer,
or other person who has agreed to participate or is participating in a
distribution.

There can be no assurances that the Selling Security Holders will sell any
or all of the securities. In order to comply with state securities laws, if
applicable, the securities will be sold in jurisdictions only through registered
or licensed brokers or dealers. In various states, the securities may not be
sold unless these securities have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with. Under applicable rules and regulations of the Securities and
Exchange Act of 1934, as amended, any person engaged in a distribution of the
securities may not simultaneously engage in market-making activities in these
securities for a period of one or five business days prior to the commencement
of such distribution.

All of the foregoing may affect the marketability of the securities.
Pursuant to the various agreements we have with the Selling Security Holders, we
will pay all the fees and expenses incident to the registration of the
securities, other than the Selling Security Holders' pro rata share of
underwriting discounts and commissions, if any, which are to be paid by the
Selling Security Holders.

ITEM 9. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings, in which
we are involved.
In addition, we are not aware of any pending or threatened legal proceedings in
which entities affiliated with our officers, directors or beneficial owners are
involved.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Directors and Executive Officers.
Article III, Section 2 of our Bylaws provide that we must have at least 3
directors. Each director will serve until our next annual shareholder meeting,
to be held sixty days after the close of the fiscal year, or until a successor
is elected who accepts the position. Directors are elected for one-year terms.
Our officers may be elected by our Board of Directors at any regular or special
meeting of the Board of Directors.

Vacancies may be filled by a majority vote of the remaining directors then in
office. Our directors and executive officers are as follows:

Name Age Position
- --------------------- --- -----------------------------------------------
David Koran 37 Chief Executive Officer, President and Director
- --------------------- --- -----------------------------------------------
Steven R. Moore 34 Chief Operating Officer and Director
- --------------------- --- -----------------------------------------------
Richard P. Koran 65 Vice President and Director
- --------------------- --- -----------------------------------------------
Laura Koran 34 Chief Financial Officer, Secretary and Director
- --------------------- --- -----------------------------------------------

David Koran has been our Chief Executive Officer, President and Director
since inception in February 2004.

Mr. Koran's experience in the commercial finance and otherwise over the
last five years has consisted of the following:

From 2004 to Present, Mr. Koran has been the president of our company, a
commercial finance brokerage company, which provides commercial finance
brokerage services within the entire United States. We were incorporated in
North Carolina on February 2, 2004. We have no employees, other than Mr. Koran,
since our inception. Currently Mr. Koran is working 25 hours per week in the
employ of the Company.

From January 2004 to Present, Mr. Koran has been operating as an employee
with Benefactor Funding Corp. as a Director of Marketing. Benefactor Funding
Corp. is a commercial factor offering funding programs to small to mid-sized
businesses ranging from 500,000 to 3 million. Mr. Koran will remain in this
employment until it is financially feasible to draw a comparable salary from
CRF.

From January 2002 to December 31, 2003, Mr. Koran worked as a Business
Development Officer for J D Factors, LLC. Mr. Koran was successful in developing
a new 3 state territory into a profitable region in the first 4 months of
operation. J D Factors specializes in factoring services for micro and small
businesses.

From July 2001 to January 2002, Mr. Koran worked as a Commercial Loan Officer
responsible for managing a 5 million dollar micro business loan portfolio and
producing new loan volume monthly. Mr. Koran gained valuable experience in
commercial underwriting, loan work outs, and risk management.

From December 1999 to July 2001, Mr. Koran worked as a Business Relationship
Manager for First Union Corp. In this role, Mr. Koran managed a small business
portfolio of over 500 banking relationships.

Mr. Koran's experience in the commercial banking industry helped develop his
business plan for CRF. Mr. Koran identified a service need within the banking
industry to help facilitate small business lending needs that was unmet by the
conventional loan products. This industry experience helped to mold the business
plan of CRF.

Mr. Koran is a member of the following business organizations: Commercial
Finance Association, www.cfa.org; Turnaround Management Association,
-----------
www.turnaround.org; National Funding Association, www.nationalfunding.org, and
- ------------------ -----------------------
he is an Advisory Board member of the Charlotte, NC Chapter.

David Koran lives in Cornelius, North Carolina.

Steven Moore has been our Chief Operating Officer and Director since
October 1, 2004.
Mr. Moore's experience over the last five years has consisted of the following:

From June 1992 to January 2000, Mr. Moore was a Planning Manager with the
Sara Lee Branded Apparel Division of the Sara Lee Corporation.

From February 2000 to February 2002, Mr. Moore as a Buyer for Kmart
Corporation, having the responsibility for buying merchandise to be sold in 2100
retail stores. He supervised five employees.

From March 2002 to September 2004, Mr. Moore was a Director of Sales
Planning for the Sara Lee Branded Apparel Division of the Sara Lee Corporation.
He managed a team of 24 people in the area of sales forecasting. His team was
responsible for providing retail information to their manufacturing planning
teams.

Steven Moore lives in Lewisville, North Carolina.

Richard Koran has been our Vice President and Director since October 1,
2004. Mr. Koran's experience over the last five years has consisted of the
following:

From 1997 to September, 2004, Mr. Koran was Production Administrator at
Standard Register Corp. in Valley View, Ohio. At Standard Register, he oversaw
the production operation of demand print, prepress and press production. He was
responsible for all of the quality control functions. He managed 20 associates
and supervisors, scheduled jobs for internal and all outsourcing of the three
shift operations.

Richard Koran is the father of David Koran and lives in Avon, Ohio.
Laura Koran has been our Chief Financial Officer, Secretary and Director
since October 1, 2004. Ms. Koran's experience over the last five years has
consisted of the following:

From January 1993 to May 2000, Ms. Koran was an MRO Buyer, Buyer, Senior
MRO Buyer, Purchasing Agent and Purchasing Manager at the Sara Lee Corporation.

From May 2000 to March 2003, Ms. Koran was a Purchasing Manager and VMI
Program Manager at Solectron, Inc.

From May 2002 to August 2004, Ms. Koran was a Loan Officer and Independent
Contractor with her own mortgage loan origination company.

Ms. Koran is married to David Koran.

Significant Employees.
Other than those persons mentioned above, we have no significant employees.

Family Relationships.
None, except as mentioned above.

Legal Proceedings.
No officer, director, or persons nominated for such positions and no
promoter or significant employee of our Company has been involved in legal
proceedings that would be material to an evaluation of our management.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of December 23, 2004, of
our common stock (a) by each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock (with the exception of Greentree
Financial Group, Inc., which only owns 4.5% of our outstanding common stock but
is listed in the table for informational purposes only) , and (b) by each of
our directors, by all executive officers and our directors as a group. To the
best of our knowledge, all persons named have sole voting and investment power
with respect to such shares, except as otherwise noted.

Security Ownership of Certain Beneficial Owners (1)(2).

Title of Class Name and Address # of Shares Current % Owned
- -------------- ------------------------- ----------------------- ---------------

Common David Koran 10,000,000 91 %
2212 Lantern Way Circle
Cornelius, NC 28226
- -------------- ------------------------- ----------------------- ---------------
Common Greentree Financial Group, 490,000 4.5%
Inc. (3)
555 S. Powerline Road
Pompano Beach, FL 33069
- -------------- ------------------------- ----------------------- ---------------

Security Ownership of Officers and Directors (2).

Title of Class Name and Address # of Shares Current % Owned
- -------------- ------------------------- ----------------------- ---------------

Common David Koran 10,000,000 91 %
2212 Lantern Way Circle
Cornelius, NC 28226
- -------------- ------------------------- ----------------------- ---------------
Common Laura Koran 150,000 1.4%
2212 Lantern Way Circle
Cornelius, NC 28226
- -------------- ------------------------- ----------------------- ---------------
Common Steven Moore 75,000 1.0%
124 Oak Leaf Lane
Lewisville, NC 27023
- -------------- ------------------------- ----------------------- ---------------
Common Richard Koran 75,000 1.0%
37311 Detroit Road
Avon, Ohio 44011
- -------------- ------------------------- ----------------------- ---------------
Common All Officers and Directors 10,300,000 94 %
as a Group (2)
- -------------- ------------------------- ----------------------- ---------------

**Less than 1%

_____________________
(1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or dispose
or direct the disposition of all shares beneficially owned. We are unaware
of any shareholders whose voting rights would be affected by community
property laws.

(2) This table is based upon information obtained from our stock records.
Unless otherwise indicated in the footnotes to the above tables and subject
to community property laws where applicable, we believe that each
shareholder named in the above table has sole or shared voting and
investment power with respect to the shares indicated as beneficially
owned.

(3) Greentree Financial Group, Inc., a Florida corporation, is equally and
wholly owned by Mr. Robert C. Cottone, CPA and Mr. Michael Bongiovanni,
CPA. Mr. Bongiovanni is Mr. Cottone's step-father.

Changes in Control.

There are currently no arrangements, which would result in a change in our
control.

ITEM 12. DESCRIPTION OF SECURITIES

The following description is a summary and is qualified in its entirety by
the provisions of our Articles of Incorporation and Bylaws, copies of which have
been filed as exhibits to the registration statement of which this prospectus is
a part.

COMMON STOCK.

We are authorized to issue 100,000,000 shares of common stock, with a par
value of $.001 per share. As of October 22, 2004, there were 10,790,000 common
shares issued and outstanding. All shares of common stock outstanding are
validly issued, fully paid and non-assessable.

COVERTIBLE PREFERRED STOCK

We are authorized to issue 10,000,000 shares of convertible preferred stock
with a par value of $.001 per share. As of October 22, 2004, there were no
convertible preferred shares issued and outstanding. If issued, our preferred
shares may include certain shareholder privileges to be determined by our board
of directors such as cumulative dividend payments and conversion features.

ITEM 13. INTEREST OF EXPERTS AND COUNSEL

Our Financial Statements for the period from inception (February 2, 2004)
through May 31, 2004 have been included in this prospectus in reliance upon
Traci Anderson, CPA, independent Certified Public Accountants, as experts in
accounting and auditing.

ITEM 14. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by us of
expenses incurred or paid by our directors, officers or controlling persons in
the successful defense of any action, suit or proceedings, is asserted by such
director, officer, or controlling person in connection with any securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issues.

ITEM 15. TRANSACTIONS WITHIN LAST FIVE YEARS

On or about June 23, 2004, we increased our authorized common shares to
100,000,000, kept the par value at $.001 per share and forward split our common
stock 20,000 for 1. As a result, Mr. Koran's 500 shares were exchanged for
10,000,000 of our common shares. In addition, we authorized 10,000,000 shares of
convertible preferred stock to be issued, par value of $.001. Each one of these
shares is convertible into ten common shares.

- - Assistance with the preparation of our Form SB-2 registration statement;
- - State Blue-Sky compliance;
- - Selection of an independent stock transfer agent; and
- - Edgar services.

In exchange for these services, we have issued to issue Greentree 490,000 shares
of our common stock The common shares issued were valued at the estimated
value for the services received which was $122,500, or $.25 per share.

In connection with this agreement, we promised to pay $40,000 (representing
$38,835 principal and $1,165 interest or approximately 6% per annum) to
Greentree Financial Group, Inc. The 6 month, non assumable promissory note with
Greentree Financial Group, Inc. was signed on June 24, 2004.

On or about February 2, 2004, we sold 500 pre-split shares (10,000,000
post-split) of stock to our President, David Koran, for $100 in an exempt
offering under the Securities Act of 1933, as amended, pursuant to Section 4(2)
of that Act.

During the period from inception (February 2, 2004) through May 31, 2004,
our President provided us with $2,000 in fair value of rent, which is considered
to be a capital contribution. During the period from inception (February 2,
2004) through May 31, 2004, our President paid $1,942 in business expenses on
our behalf, which is also considered to be a capital contribution.

On May 4, 2004, we received a $15,000 unsecured line of credit from The
First Citizens Bank & Trust Company ("The Bank"). The annual percentage rate
("APR") is based on the Bank's prime rate plus 1% with a maximum APR of 8%. As
of the date of the note, the APR was 5%. The initial maturity date of the note
is May 4, 2005. As of May 31, 2004, the Company had not drawn against this line
of credit. Subsequent to May 31, 2004, the Company borrowed $12,500 against this
line of credit. There is currently $2,500 in unused credit.

On June 23, 2004, we amended our Articles of Incorporation to effect a name
change from Capital Business Funding, Inc. to Capital Resource Funding, Inc.

On June 23, 2004, we entered into a letter of intent to form a strategic
alliance with HairMax International, Inc., a Nevada corporation ("Hairmax").
Pursuant to the strategic alliance, our services were to have been offered to
the commercial customers of HairMax International, Inc. with a 50/50% revenue
split on every referral made by HairMax. HairMax has approximately 5,000 retail
cleaning clients, and several hundred commercial cleaning customers. Its
commercial accounts represent a potentially valuable source of leads which we
had hoped to be able to offer the services of our Company. In consideration
for services provided by HairMax International, Inc., agreed to issue to HairMax
200,000 shares of our restricted common stock, $.001 par value, which it agreed
to distribute as a dividend to its shareholders. On December 20, 2004, we
terminated the strategic alliance agreement with Hairmax, in light of Hairmax's
plans to merge with a privately-held corporation and adverse comments which we
received from the Commission in which the staff took the position that our
strategic alliance agreement and share distribution plan with the shareholders
of Hairmax constituted a primary offering of securities. In the view of the
staff of the Commission, we would have had to consummated our offering at a
fixed price and for a finite duration. Without the affiliation with Hairmax, we
understand that we are free to pursue the offering as currently structured. The
share certificate for 200,000 shares of our common stock was never delivered to
Hairmax and has been cancelled.

We are not a subsidiary of any corporation.

ITEM 16. DESCRIPTION OF BUSINESS

Description Of Our Role As A Broker Of Commercial Finance Transactions.
- ------------------------------------------------------------------------------

We plan to continue to operate as a broker of commercial finance
transactions. In performing these services, we will represent individual
businesses that are in need of obtaining a variety of types of financing to help
fund their growth. The different funding transactions that we plan to broker
are: commercial loans, purchase order financing, account receivables
financing/factoring and equipment leasing. An example of a commercial loan
would be short term or long term bank or other financing to help a business
purchase a new building to house their company. For commercial loan
transactions, our anticipated broker commission would be approximately 1% of the
loan amount paid by the lender. Management believes that this is what
commercial finance brokers of commercial loans in the Charlotte, North Carolina
market typically earn for their services, based on its knowledge of such
brokers' transactions.

Purchase order financing is a funding program that helps a business receive
the advance funding needed to cover their costs to fill a purchase order. For
example, a manufacturing company that received a large purchase order from a new
client that requires significant outlay of funds to purchase raw materials and
manufacture the product may be in need of financing in order to produce the
ordered goods. A purchase order financing company will advance funds to finance
a purchase order and help the manufacturer pay the supply and labor costs needed
to fill the order. Our anticipated broker commission for purchase order
financing is .25-1% of each purchase order paid by the individual funding
company. Again, management believes that this is what commercial finance
brokers of purchase order financing in the Charlotte, North Carolina market
typically earn for their services, based on its knowledge of such brokers'
transactions.

Account receivables financing/factoring is the advancement of funds against
receivables to assist companies with in the management of their cash flow
derived from accounts receivable. Loan of this type usually will be structured
to advance 80-85% of the pre-qualified receivables, and they also manage the
collections of the receivables for a small discount fee or percentage of each
receivable. Our anticipated discount/percentage fee for this type of financing
is between 1%-8% depending on the size of receivables funded. In a typical
transaction, the higher the funded amount, the lower the discount fee. Our
anticipated broker commission for account receivables financing/factoring is
10%-15% of the gross monthly fees for the life of the funding. For example, an
accounts receivable financing borrower that receives 150,000/month in funding at
a 2.5% monthly discount fee will generate $3,750 per month in gross fees with a
broker commission ranging from $375 to $562.50 paid monthly for the life of the
financing. Management believes that fees for accounts receivable financing
anywhere in the country are competitive and commercial finance brokers of
accounts receivable financing typically earn this amount for their services. We
have earned such a fee on a past transaction

Equipment leasing is the leasing of equipment that a company needs to conduct
business such as machinery, trucks and office equipment. Our anticipated broker
commission for commercial leasing ranges from .5%-1% of the total lease amount
paid by the funding company. Management believes that type of fee is fairly
standard in the industry, and a commercial finance broker of equipment leasing
can expect to earn it, based on our knowledge of what competitors earn in
similar transactions.

In each of the above transactions, we anticipate negotiating a broker agreement
with each lender before submitting any documentation, so as to insure that we
have a relationship with the lender and get paid.

Our Business Plan.
- -------------------

Our business plan is to continue to offer commercial finance brokering
services to our existing referral base. At present, that base consists of
twenty individual commercial bankers who work at five major banks in the
Charlotte, NC area. A typical referral transaction involves a banker who has a
customer that does not qualify for financing at that bank. The banker then
refers these prospects to us for assistance in finding a funding source. After
the transaction is consummated, the banker will have performed a valuable
service for his customer, by introducing them to a broker who found an
alternative funding source. Often, the commercial banker will not have lost a
customer's other business in the process of making the referral.

In addition, we get leads from our membership in the professional associations,
and from individual CPAs, lawyers and consultants. We also plan to prospect new
business on the internet via our Website and will fund additional advertising as
our revenue growth permits.

We have one account receivable/factoring transaction that is currently
paying monthly broker commissions averaging $1,100 per month. This commission
will continue as long as the client company receives funding from the funding
source. Mr. Koran acted as the broker in this transaction.

Our goal is to increase our brokering transactions every quarter. Our
revenue projections for the next four quarters are as follows:

Quarter 1: $3,300 in revenue with $29,700 in expenses
Quarter 2: $5,000 in revenue with $29,700 in expenses
Quarter 3: $6,500 in revenue with $29,700 in expenses
Quarter 4: $8,000 in revenue with $29,700 in expenses

The expense projections set forth above are based on an estimate of
quarterly expenses, and include (i) $3,200 per quarter for rent, phone, travel
and web hosting, (ii) $9,000 per quarter for internet advertising, (iii) $7,500
per quarter in professional fees, and (iv) $10,000 per quarter for salary. The
revenue projections set forth above are based on the following assumptions: 1
new factoring transaction per quarter from our current referral channels and our
Website, averaging $1,100 per month in revenue, and attrition of 1 factoring
transaction per year.

We feel that our business plan is conservative. Revenues could exceed this
level with additional marketing expenditures. We will need to raise additional
debt or equity funds to pay for this marketing. There can be no assurances
that we will be successful in obtaining funds from traditional sources.

While Mr. Koran has only been engaged as a commercial finance broker since
February 2004, he has significant experience in banking and insurance. We feel
that his experience in the finance industry will translate into successful
employment with our Company. It is important to note that there are no work
experience requirements to enter this industry, and there have been a number of
successful brokers who do not come from a commercial finance background.

We TailorOur Services To Individual Needs.
- ----------------------------------------------

When acting as a broker for the individual businesses, we will provide our
customers with the following services:

o Assist the business with assessing their funding needs.
o Assist the business with identifying their lending options and
potential funding sources
o Assist the business with compiling an application package and
submitting it to a suitable funding source.
o Act as a liaison between the business and funding source through the
entire application and funding process.

In exchange for providing these services we are compensated through the
payment of a commission by the funding company only if and when a transaction is
closed. Our services are of no additional cost to the client.

Marketing.
- ---------

We hope to continue to attract prospective clients to our Website, which is
on the internet at the following address: www.capitalresourcefunding.biz . We
------------------------------
pay $105 per quarter for web hosting fees, and $400 to register the Website. In
addition, we plan to market our services to our existing referral sources. Our
future plans, which depend on our revenue growth, entail a marketing campaign
that includes additional internet and radio advertising to increase the number
of inquiries for our services.

Business Regulation and Other.
- --------------------------------

There are no known license requirements to broker commercial finance
transactions. We have never been the subject of any bankruptcy or relationship.
We have had no material reclassification, merger, consolidation, or purchase or
sale of a significant amount of assets not in the ordinary course of business.

Competition.
- -----------

We face and will face intense competition from companies engaged in similar
businesses. We compete and anticipating competing with numerous companies that
broker commercial finance products both over the Internet and via traditional
forms of business. Direct competition to us can be any individual or group of
individuals or company that brokers commercial finance products, and there are
thousands of entities that could be considered competitors in the United States.
Hence, there is no way to accurately quantify or detail our market competition
with greater specificity. However, many of our competitors have significantly
greater customer bases, operating histories, financial, technical, personnel and
other resources than we do, and may have established reputations for success in
the commercial finance industry. There can be no assurance that we will be able
to compete effectively in the highly competitive commercial finance industry,
which may adversely affect our business prospects.

There are few barriers to entry in the commercial finance brokering
business. There are brokers, finders, agents, lawyers, consultants and a variety
of other professionals all trying to put funding sources together with
prospective clients in order to make a commission. With the advent of modern
computers and internet communication, this business has become national in
scope, and it is not unusual to find a broker from Miami, Florida putting
together a financing package for a manufacturer in Pittsburgh, PA with a finance
company located in Los Angeles, CA. We intend to participate in all of these
markets, and seek commission based income wherever it can be derived.

Our business plan has been tested by other commercial finance brokers
operating around the country. There are successful brokers who use this
business model to successfully represent funding companies in many different
cities. There are large professional associations of commercial finance brokers
and funding companies that meet on a regular basis in the major metropolitan
areas. For example, the Commercial Finance Association, which is a nationwide
organization with chapters in all of the major metropolitan areas, meets
quarterly to discuss topics of interest and exchange leads. We are a member of
this organization's Charlotte, NC chapter. In addition, we are a member of the
National Funding Association, based in Charlotte, NC, with other chapters in
Atlanta, GA and Chicago, IL. Our Chairman, Mr. Koran, serves on the advisory
board of the Charlotte, NC chapter of the NFA. Further, we are a member of the
Turnaround Management Association, with chapters in all major metropolitan
areas.

LEGAL PROCEEDINGS

We are currently not involved in any legal proceedings related to the
conduct of our business.

REPORTS TO SECURITY HOLDERS

After the effective date of this document, we will be a reporting company
under the requirements of the Securities Exchange Act of 1934 and will file
quarterly, annual and other reports with the Securities and Exchange Commission.
Our annual report will contain the required audited financial statements. We
are not required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to the security holders. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

ITEM 17. MANAGEMENT'S DISCUSSION AND ANALYSIS

The discussion contained in this prospectus contains "forward-looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes", "expects", "may", or
"should", or "anticipates", or expressing this terminology negatively or similar
expressions or by discussions of strategy. The cautionary statements made in
this prospectus should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this prospectus.
Important factors that could cause or contribute to such differences include
those discussed under the caption entitled "risk factors," as well as those
discussed elsewhere in this prospectus.

OUR COMPANY

We were incorporated in North Carolina on February 2, 2004 to engage in the
business of commercial finance brokerage and consulting. We are currently
engaged and plan to continue in the commercial finance brokerage and consulting
business. Our executive offices are currently located at the residence of our
President, Mr. David R. Koran, 2212 Lantern Way Circle, Cornelius, NC 28031. Our
telephone number is (704) 564-1676. We are authorized to issue 100,000,000
shares of common stock. Our total authorized common stock consists of
100,000,000 of which 10,790,000 shares are issued and outstanding. We are also
authorized to issue up to 10,000,000 shares of convertible preferred stock, of
which none are issued and outstanding.

Plan of Operation.

For the next twelve months, we plan to continue to operate as a broker of
commercial finance transactions with offices based in the banking center of
Charlotte, NC. We have conservatively projected revenues of approximately
$22,800 and costs of $118,800 for the next twelve months of operations.
Revenues could exceed this level with additional marketing expenditures. Such
expenditures would involve targeted internet advertising via banner and search
engine advertisements or printed advertising in industry publications. We
anticipate such expenditures to approximate $3,000 per month, and we will need
to incur additional debt or raise equity funds to pay for this marketing.
While we are currently evaluating selling Company shares to third parties or
incurring additional indebtedness, there can be no assurances that we will be
successful in obtaining funds from these sources.

We anticipate beginning to pay our chief executive officer a salary at the rate
of $40,000 per year,
Seeking additional staff and looking for office space sometime in 2005 or when
our revenues exceed our projected quarterly expenses of $29,700.

In the event that we are successful in raising an additional $3,000 per month to
fund marketing expenditures, we project that our revenues could exceed $100,000
per year within a three month period, based on our knowledge of the marketing
and revenue performance of competitors in the Charlotte, NC market.

Results of Operations.

For the period from inception (February 2, 2004) through September 30,
2004.

Sales for the period from inception (February 2, 2004) through September
30, 2004 were

$9,183. Sales consisted of commissions earned on funded loans as follows:

- - Broker fee in connection with factoring of accounts receivable generated
$1,213.
- - Broker fee in connection with two mortgage commissions generated $3,044.
- - Broker fee in connection with factoring of accounts receivable generated
$1,317.
- - Broker fee in connection with factoring of accounts receivable generated
$1,243.
- - Broker fee in connection with factoring of accounts receivable generated
$1,332.
- - Broker fee in connection with factoring of accounts receivable generated
$886.
- - Broker fee in connection with a commercial lease generated $148.

All sales transactions were with unrelated parties.

Expenses.

Total expenses for the period from inception (February 2, 2004) through
September 30, 2004 was $183,859. Of this amount, $122,500 consists of the fair
value of services of $.25 per share that were recorded relating to the common
share issuances of 490,000 shares to Greentree Financial Group, Inc. The
expenses also related to the fair value of rent contributed by our President
free of charge in the amount of $2,000, and for website development expenses
paid by him on our behalf in the amount of $1,942.

We expect increases in expenses through the year 2004 as we move toward
developing our business plan and registering our common stock. In addition, we
expect professional fees to increase to around $30,000 per annum for compliance
with the reporting requirements of the Securities Exchange Act of 1934, as
amended.

We do not have any lease agreements for our facilities and do not currently
have any employment agreements.

Income Taxes

We did not have any federal or state income tax expense for the period from
inception (February 2, 2004) through September 30, 2004.

Income/ Losses.

Net loss for the period from inception (February 2, 2004) through September
30, 2004 was $(175,620), $(.02) per share, due to the aforementioned issuances
of common shares for services rendered. We expect to continue to incur losses at
least through the year 2004, partly attributable to the fair value of expected
services to be received. In addition, there can be no assurance that we will
achieve or maintain profitability or that our revenue growth can be sustained in
the future.

Impact of Inflation.

We believe that inflation has had a negligible effect on operations since
inception. We believe that we can offset inflationary increases in the cost of
operations by increasing sales and improving operating efficiencies.

Liquidity and Capital Resources.

Cash flow used in operations for the period from inception (February 2,
2004) through September 30, 2004 was $12,351. Cash flows were primarily
attributable to a net loss plus the fair value of rent provided by our President
and business expenses paid by him on our behalf and common stock issued for
services of $122,500.

Cash flow generated by financing activities was $16,542 for the period from
inception (February 2, 2004) through September 30, 2004. Cash flows for this
period included proceeds from the sale of 10,000,000 shares of our common stock
to our President for $100 in cash and a note for $9,900 pursuant to a private
offering exemption from registration under Section 4(2) of the Securities Act of
1933, as amended. Proceeds were used towards general business expenses. It also
included $12,500 in proceeds from a note payable incurred by us under our
unsecured line of credit.

Overall, we have funded our cash needs for the period from inception
(February 2, 2004) through September 30, 2004 with one equity transaction with
our President as described above and from borrowings from a note payable. If we
are unable to receive additional cash from our President, we may need to rely on
financing from outside sources through debt or equity transactions. Our officer
is under no legal obligation to provide us with capital infusions. As described
above under Liquidity and Capital Resources for the period from inception
(February 2, 2004) to May 31, 2004, our cash flow and cash needs for the future
are significant. Cash flow for the period inception (February 2, 2004) to
September 30, 2004 has decreased and our cash needs have increased as a result
of our results of operations during the period.

Failure to obtain such financing could have a material adverse effect on
our operations and financial condition. This could include an inability to do
sufficient advertising for the services we provide, which would make us less
competitive in the marketplace. We could also find it more difficult to enter
into strategic joint venture relationships with third parties. Finally, it would
most likely delay the implementation of our business plan. An alternative plan
of operation in the event of a failure to obtain financing would be to continue
operations as currently configured, with the result being little, if any,
projected growth. Another alternative would be to enter into a joint venture
with a brokerage firm that has working capital available, albeit on less
favorable terms than had we obtained financing, for the development of our
business plan.

We had cash on hand of only $4,191 and a working capital deficit of
$(48,088) as of September 30, 2004. In that regard, we have drawn-down $12,500
from our unsecured line of credit, leaving $2,500 of available credit. In
connection therewith, monthly debt service amounts to $50 on an interest only
payment to the bank. In addition to the line of credit, we may need to seek
additional outside sources of funding, such as equity or debt placements. We
will also rely on the existence of our projected revenue from our business
operations, if any. A lack of significant revenues during the remainder of 2004
will significantly affect our cash position and move us towards a position where
the raising of additional funds through equity or debt financing will have to be
necessary. Our current level of operations would require capital of
approximately $1,000 to sustain operations through year 2004 and approximately
$35,000 per year thereafter. Any modifications to our business plans, such the
hiring of additional employees and the principal making a full-time commitment
to the business, which would require the payment of his salary and expenses, may
require additional capital for us to operate. There can be no assurance that
additional capital will be available to us when needed or available on terms
favorable to us. Our approximate offering expenses of $10,000 in connection with
this offering have already been paid through a draw-down on our $15,000
unsecured line of credit. A second draw-down in the amount of $2,500 on our
unsecured line of credit was made to pay for the services of our accountant,
Traci J. Anderson, CPA, in connection with her work on our audit.
Neither Mr. Koran, nor any other person or entity is liable for, surety or
otherwise provides a guarantee for our line of credit with First Citizens Bank.

On a long-term basis, liquidity is dependent on continuation and expansion
of operations, receipt of revenues, and additional infusions of capital and debt
financing. We are considering launching a local advertising campaign. Our
current capital and revenues are insufficient to fund such marketing. If we
choose to launch such a campaign, we will require substantially more capital. If
necessary, we will raise this capital through an additional stock offering.
However, there can be no assurance that we will be able to obtain additional
equity or debt financing in the future, if at all. If we are unable to raise
additional capital, our growth potential will be adversely affected and we will
have to significantly modify our plans. For example, if we unable to raise
sufficient capital to develop our business plan, we may need to:

- - Seek projects that are less in value or that may be projected to be less
profitable, or
- - Seek business that is outside our immediate area to bring some revenue in
to our Company.

Demand for the products and services will be dependent on, among other
things, market acceptance of our services, the commercial finance brokering
market in general, and general economic conditions, which are cyclical in
nature. Inasmuch as a major portion of our activities is the receipt of revenues
from commissions earned, our business operations may be adversely affected by
our competitors and prolonged recession periods.

Our success will be dependent upon implementing our plan of operations and
the risks associated with our business plan. We operate a small commercial
finance brokerage business in the Charlotte, North Carolina area. We see a need
to strengthen our position in these markets. We are considering expanding our
operations through aggressively marketing our services. We project that we may
become profitable on a self-sustaining basis in 24-36 months. However, there can
be no assurances that we will ever become profitable on a self-sustaining basis.

Our cash on hand as of the latest balance sheet date is insufficient to
fund our operations and our expectations of cash inflows will not meet our cash
requirements for the next twelve months. This is reflecting in the "going
concern" opinion that has been issued by our auditor. We intend to raise cash
through additional debt and equity financings, however, there is no assurance
that we will be successful in this regard.

INFORMATION ON PREVIOUSLY OWNED COMPANIES OF MR. DAVID KORAN

Mr. Koran has never owned any previous companies.

ITEM 18. DESCRIPTION OF PROPERTY

We do not own any property nor do we have any contracts or options to
acquire any property in the future. Presently, we are operating out of offices
in our president's residence in Cornelius, North Carolina. We occupy 200 square
feet. This space is adequate for our present and our planned future operations.
We pay no rent to our president for use of this space. In addition we have no
written agreement or formal arrangement with our president pertaining to the use
of this space. No other businesses operate from this office. We have no current
plans to occupy other or additional office space.

ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In February 2004, we issued 500 pre-split (10,000,000 post-split) common shares
of $.001 par value stock to an officer for $100. The excess of the par value
times the number of common shares issued over the $100 in cash collected
represents a receivable from him at May 31, 2004. He contributed $3,942 in
services and expenses paid personally by him, to us during the period from
inception (February 2, 2004) through September 30, 2004.

On June 23, 2004, we increased our number of currently authorized of 25,000
shares of common stock to 100,000,000 shares of common stock. The par value of
each remained at $.001. We also authorized the establishment of a class of
convertible preferred stock and therefore increased its authorized capital to
10,000,000 shares of preferred stock, convertible to common stock at a ratio of
ten shares of common stock for each share of preferred stock. The par value of
each share is $.001.

On June 23, 2004, an agreement was signed between Capital Resource Funding and
Greentree Financial Group, Inc. whereby Greentree Financial Group, Inc. will
assist with the preparation of SEC Registration Statement form SB-2, assist with
the preparation of Board Resolutions authorizing the transactions, assist with
preparing our corporate housekeeping, assist with the preparation of a share
exchange agreement such as the Letter of Intent with HairMax, Edgarization of
the SB-2 with the SEC, and assist with the preparation of a newly created
preferred stock issue. In connection with this agreement, we promised to pay
$40,000 (representing $38,835 principal and $1,165 interest or approximately 6%
per annum) to Greentree Financial Group, Inc. The 6 month, non-assumable
promissory note between Capital Resource Funding and Greentree Financial Group,
Inc. was signed on June 24, 2004. In addition to the promissory note, we paid
$10,000 in cash upon signing the agreement and we have issued 490,000 shares of
common stock to Greentree Financial Group, Inc., which shares are being
registered in this offering.

On or about October 22, 2004, we issued shares of common stock to three of our
officers, as follows: Laura Koran, Chief Financial Officer, 150,000 shares;
Steven Moore, Chief Operating Officer, 75,000 shares; and Richard Koran, Vice
President, 75,000 shares. All three issuances were exempt from the registration
requirements of the Securities Act as a private placement pursuant to Section
4(2) thereof.

ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not traded on any exchange. We plan to have our shares
of common stock quoted on the over-the-counter Bulletin Board. The
over-the-counter Bulletin Board is a quotation medium for subscribing members
only. And only market makers can apply to quote securities on the
over-the-counter Bulletin Board. We cannot guarantee that we will obtain a
market maker or such a quotation. Although we will seek a market maker for our
securities, our management has no agreements, understandings or other
arrangements with market makers to begin making a market for our shares. There
is no trading activity in our securities, and there can be no assurance that a
regular trading market for our common stock will ever be developed, or if
developed, will be sustained.

A shareholder in all likelihood, therefore, will not be able to resell
their securities should he or she desire to do when eligible for public resales.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops. We have no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of our
securities.

Agreements to Register.
Not applicable.

Holders.
As of December 23, 2004, there were 5 holders of record of our common
stock.

Shares Eligible for Future Sale.

Upon effectiveness of this registration statement, the 790,000 shares of
common stock sold in this offering will be freely tradable without restrictions
under the Securities Act of 1933, except for any shares held by our
"affiliates", which will be restricted by the resale limitations of Rule 144
under the Securities Act of 1933.

In general, under Rule 144 as currently in effect, any of our affiliates
and any person or persons whose sales are aggregated who has beneficially owned
his or her restricted shares for at least one year, may be entitled to sell in
the open market within any three-month period a number of shares of common stock
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates, who have
held their restricted shares for one year may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited
resales of restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.

The availability for sale of substantial amounts of common stock under Rule
144 could adversely affect prevailing market prices for our securities.
Dividends.

We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future earnings for use in our business. Any decisions as
to future payment of dividends will depend on our earnings and financial
position and such other factors, as the Board of Directors deems relevant.

The 790,000 shares of common stock sold in this offering will be freely
tradable without restrictions under the Securities Act of 1933, except for any
shares held by our "affiliates", which will be restricted by the resale
limitations of Rule 144 under the Securities Act of 1933.

Dividend Policy.

All shares of common stock are entitled to participate proportionally in
dividends if our Board of Directors declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares of
common stock. We have not paid any dividends since our inception and presently
anticipate that all earnings, if any, will be retained for development of our
business. Any future dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.

Our Shares are "Penny Stocks" within the Meaning of the Securities Exchange Act
of 1934

Our Shares are "penny stocks" within the definition of that term as
contained in the Securities Exchange Act of 1934, generally equity securities
with a price of less than $5.00. Our shares will then be subject to rules that
impose sales practice and disclosure requirements on certain broker-dealers who
engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to
anyone other than an established customer or "accredited investor" must make a
special suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse is considered an accredited investor.
In addition, unless the broker-dealer or the transaction is otherwise exempt,
the penny stock regulations require the broker-dealer to deliver, prior to any
transaction involving a penny stock, a disclosure schedule prepared by the
Securities and Exchange Commission relating to the penny stock market. A
broker-dealer is also required to disclose commissions payable to the
broker-dealer and the Registered Representative and current bid and offer
quotations for the securities. In addition a broker-dealer is required to send
monthly statements disclosing recent price information with respect to the penny
stock held in a customer's account, the account's value and information
regarding the limited market in penny stocks. As a result of these regulations,
the ability of broker-dealers to sell our stock may affect the ability of
Selling Security Holders or other holders to sell their shares in the secondary
market. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. These additional sales practice and disclosure requirements
could impede the sale of the Company's securities, if our securities become
publicly traded. In addition, the liquidity for the Company's securities may be
adversely affected, with concomitant adverse affects on the price of the
Company's securities. Our shares may someday be subject to such penny stock
rules and our shareholders will, in all likelihood, find it difficult to sell
their securities.

ITEM 21. EXECUTIVE COMPENSATION

Summary Compensation Table
--------------------------
Annual Compensation Long Term Compensation
---------------------------- ------------------------------------------------
Name and Restricted Securities LTIP Other
Principal Other Annual Stock Underlying payouts
Position Year Salary Bonus Compensation Award(s) Options
($) ($) ($) ($) (#) ($) ($)
- --------- ---- ------ ----- ------------ ---------- ---------- ------- ------------

David 2004 0 0 0 0 0 0 0
Koran
President

We have not entered into any other employment agreements with our employees,
Officers or Directors. We have no standard arrangements under which we will
compensate our directors for their services provided to us. We plan to
compensate Mr. Koran at the rate of $40,000 per year plus expenses in the event
that we have sufficient funds to do so. Based on our projections, this will not
be possible during the first twelve months of operations, and we anticipate
paying him no compensation. During the second twelve months of operations, our
projections indicate that we should have sufficient funds to fully pay him at
this rate. None of our other officers are projected to receive a salary of over
$100,000.

ITEM 22. FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT
----------------------------

To the Board of Directors and Stockholders
Capital Resource Funding, Inc. (FKA Capital Business Funding, Inc.)
2212 Lantern Way Circle
Cornelius, NC 28031

I have audited the accompanying balance sheet of Capital Resource Funding, Inc.
(FKA Capital Business Funding, Inc.) as of May 31, 2004 and the related
statements of income, stockholder's equity, and cash flows for the period of
inception (February 2, 2004) through May 31, 2004. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. I believe
that my audit provide a reasonable basis for my opinion.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has suffered a significant net
loss subsequent to year end, has incurred a note payable subsequent to year end
and has generated an internal cash flow subsequent to year end that raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note H. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

In my opinion, the financial statements referred to above present fairly, in all
material respect, the financial position of Capital Resource Funding, Inc. (FKA
Capital Business Funding, Inc.) as of May 31, 2004, and the results of its
operations and its cash flows for the period of inception (February 2, 2004)
through May 31, 2004 in conformity with U.S. generally accepted accounting
principles.

Traci J. Anderson, CPA
Huntersville, NC
June 28, 2004

CAPITAL RESOURCE FUNDING, INC.
------------------------------
(FKA CAPITAL BUSINESS FUNDING, INC.)
BALANCE SHEET
AS OF MAY 31, 2004

ASSETS

CURRENT ASSETS
- ---------------
Cash and cash equivalents $ 4,243
------------
TOTAL CURRENT ASSETS 4,243
------------

TOTAL ASSETS $ 4,243
============

LIABILITIES AND STOCKHOLDER'S EQUITY

Stockholder's Equity
- ---------------------
Convertible Preferred Stock ($0.001 par value,
10,000,000 shares authorized; none issued and
outstanding as of May 31, 2004.) -
Common stock ($.001 par value, 100,000,000 shares
authorized; 10,000,000 shares issued and outstanding
at May 31, 2004) 10,000
Additional Paid in Capital 3,942
Retained Earnings 201
Receivable from the sale of stock to officer (9,900)
------------
TOTAL STOCKHOLDER'S EQUITY 4,243
------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 4,243
============

The accompanying notes are an integral part of these financial statements.

CAPITAL RESOURCE FUNDING, INC.
------------------------------
(FKA CAPITAL BUSINESS FUNDING, INC.)
INCOME STATEMENT
FOR THE PERIOD FROM INCEPTION
(FEBRUARY 2, 2004) THROUGH MAY 31,2004

REVENUES:
- ---------
Commissions earned $ 4,257
------------
TOTAL REVENUE $ 4,257
------------

EXPENSES:
- ---------
General and administrative 4,056
------------
TOTAL EXPENSES 4,056
------------
OPERATING INCOME 201
------------

NET INCOME $ 201
============
Net income per share-basic and fully diluted $ *
============
Weighted average shares outstanding 10,000,000
============

* = Less than $.01.

The accompanying notes are an integral part of these financial statements

CAPITAL RESOURCE FUNDING, INC.
------------------------------
(FKA, CAPITAL BUSINESS FUNDING, INC.)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (FEBRUARY 1, 2004) THROUGH MAY 31, 2004

CASH FLOWS FROM OPERATING ACTIVITIES:
- -----------------------------------------
Net income $ 201
Adjustments to reconcile net income to net
cash provided by operating activities
Fair value of rent provided by officer and
majority shareholder 2,000
Business expenses paid by officer and majority shareholder 1,942
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,143
------------

CASH FLOWS FROM FINANCING ACTIVITIES:
- -----------------------------------------
Issuance of common stock 100
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 100
------------

NET INCREASE IN CASH AND CASH EQUIVALENTS 4,243

CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD -
------------
END OF THE PERIOD $ 4,243
============

The accompanying notes are an integral part of these financial statements.

CAPITAL RESOURCE FUNDING, INC.
------------------------------
(FKA CAPITAL BUSINESS FUNDING, INC.)
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM INCEPTION (FEBRUARY 1, 2004) THROUGH MAY 31, 2004

Retained Common Common Additional
Earnings Stock Shares Paid in
Capital
-------- ---------- ---------- ----------

Balances, February 2, 2004 $ - $ - - $ -
Issuance of common stock 10,000 10,000,000 -
Contribution of capital by officer - - - 3,942
Net income for the period 201 - - -
-------- ---------- ---------- ----------
Balances, May 31, 2004 $ 201 $ 10,000 10,000,000 $ 3,942
======== ========== ========== ==========

The accompanying notes are an integral part of these financial statements.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------

Business Activity-Capital Resource Funding, Inc. (FKA Capital Business Funding,
- ------------------
Inc.) ("The Company") was organized under the laws of the State of North
Carolina on February 2, 2004 as a subchapter S-Corporation. The Company is in
the business of providing consultative services to small to mid sized businesses
in need of financing sources ranging from SBA loans, commercial mortgages,
factoring and asset based loans. The financial statements set forth above
reflect all of the costs of doing business.

Cash and Cash Equivalents-For purposes of the Statement of Cash Flows, the
- ----------------------------
Company considers liquid investments with an original maturity of three months
or less to be cash equivalents.

Management's Use of Estimates-The preparation of financial statements in
- --------------------------------
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Revenue Recognition-The Company's revenue is derived primarily from brokering
- --------------------
income which ranges from one time origination fees to on-going monthly
commissions paid for the life of the financing. For purposes of one-time
origination fees, revenue is recognized as earned when each loan deal is
finalized. For purposes of on-going monthly commissions paid for the life of
the financing, revenue is recognized as earned based on the total of the gross
monthly financing fees generated.

Comprehensive Income (Loss)-The Company adopted Financial Accounting Standards
- -----------------------------
Board Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of comprehensive income and its components in the financial statements. There
were no items of comprehensive income (loss) applicable to the Company during
the period covered in the financial statements.

Advertising Costs-Advertising costs are expensed as incurred. The advertising
- ------------------
expense totaled $ -0- for the period from inception (February 2, 2004) through
May 31, 2004.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period Ended May 31, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Net Income per Common Share-Statement of Financial Accounting Standard (SFAS)
- ------------------------------
No. 128 requires dual presentation of basic and diluted earnings per share (EPS)
with a reconciliation of the numerator and denominator of the EPS computations.
Basic earnings per share amounts are based on the weighted average shares of
common stock outstanding. If applicable, diluted earnings per share would
assume the conversion, exercise or issuance of all potential common stock
instruments such as options, warrants and convertible securities, unless the
effect is to reduce a loss or increase earnings per share. Accordingly, this
presentation has been adopted for the period presented. There were no
adjustments required to net income for the period presented in the computation
of diluted earnings per share.

Income Taxes-The S Corporation is not a taxpaying entity for federal and state
- -------------
income tax purposes and thus no provisions for income taxes has been recognized.
Income of the S Corporation is faxed to the shareholders in their respective
returns.

Fair Value of Financial Instruments-The carrying amounts reported in the balance
- -----------------------------------
sheet for cash, accounts receivable and payable approximate fair value based on
the short-term maturity of these instruments.

Impairment of Long-Lived Assets-The Company evaluates the recoverability of its
- --------------------------------
fixed assets and other assets in accordance with Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144'). SFAS 144 requires recognition of impairment of
long-lived assets in the event the net book value of such assets exceeds its
expected cash flows, it is considered to be impaired and is written down to fair
value, which is determined based on either discounted future cash flows or
appraised values. The Company adopted the statement on inception. No impairments
of these types of assets were recognized during the period ended May 31, 2004
based upon a management review of such assets.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Recent Accounting Pronouncements-In June 2001, the Financial Accounting
- ----------------------------------
Standards Board issued Statement of Financial Accounting Standards (SFAS) No.
143, "Accounting for Asset Retirement Obligations" which addresses the
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated retirement costs. SFAS No. 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value cannot be made. SFAS No. 143 is effective for financial statements
issued for fiscal years beginning after June 15, 2002. The Company does not
expect SFAS No. 143 to have a material effect on its financial condition or cash
flows.

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 generally establishes a standard
framework to measure the impairment of long-lived assets and expands the
Accounting Principles Board ("APB") 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" to
include a component of the entity (rather than a segment of the business). SFAS
No.144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001. The Company does not expect SFAS No. 144 to have a
material effect on its financial condition and cash flows.

In April of 2002, Statement of Financial Accounting Standards (SFAS) No. 145 was
issued which rescinded SFAS Statements 4, 44, and 64, amended No. 13 and
contained technical corrections. As a result of SFAS No. 145, gains and losses
from extinguishments of debt will be classified as extraordinary items only if
they meet the criteria in APB Opinion No. 30, that they are unusual and
infrequent and not part of an entity's recurring operations. The Company does
not expect SFAS No. 145 to have a material effect on its financial condition or
cash flows.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Recent Accounting Pronouncements (cont')
- -------------------------------------------

In July of 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 146, which addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the Emerging
Issues Task Force (EITF) has set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)". SFAS No. 146
revises the accounting for certain lease termination costs and employee
termination benefits, which are generally recognized in connection with
restructuring charges. The provisions of SFAS 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. The adoption of
this standard will not have an impact on the Company's financial statements.

In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for
Guarantee, Including Indirect Guarantees or Indebtedness of Others", which
addresses the disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees. FIN 45 also
requires the recognition of a liability by a guarantor at the inception of
certain guarantees that are entered into or modified after December 31, 2002.

In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 148, "Accounting for Stock-Based
Compensation Transition and Disclosure"-an amendment to SFAS No. 123 (SFAS No.
148), which provides alternative methods of transition for companies voluntarily
planning on implementing the fair value recognition provisions of SFAS No. 123.
SFAS No. 148 also revises the disclosure provisions of SFAS No. 123 to require
more prominent disclosure of the method of accounting for stock-based
compensation, and requiring disclosure of pro forma net income and earnings per
share as if the fair value recognition provisions of SFAS No. 123 had been
applied from the original effective date of SFAS No. 123.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Recent Accounting Pronouncements (cont')
- -------------------------------------------

In January 2003, Financial Accounting Standards Board issued FIN No. 46,
"Consolidation of Variable Interest Entities". FIN No. 46 requires the
consolidation of entities that cannot finance their activities without the
support of other parties and that lack certain characteristics of a controlling
interest, such as the ability to make decisions about the entity's activities
via voting rights or similar rights. The entity that consolidates the variable
interest entity is the primary beneficiary of the entity's activities. FIN No.
46 applies immediately to variable interest entities created after January 31,
2003, and must be applied in the first period beginning after June 15, 2003 for
entities in which an enterprise holds a variable interest entity that it
acquired before February 1, 2003.

In January 2003, the EITF released Issue No. 00-21, (EITF 00-21), "Revenue
Arrangements with Multiple Deliveries", which addressed certain aspects of the
accounting by a vendor for arrangement under which it will perform multiple
revenue-generating activities. Specifically, EITF 00-21 addresses whether an
arrangement contains more than one unit of accounting and the measurement and
allocation to the separate units of accounting in the arrangement. EITF 00-21
is effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. The adoption of this standard will not have an impact on
the Company's financial statements.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts entered into or modified after
June 30, 2003 and for hedging relationships designated after June 30, 2003. The
Company does not believe that there will be any impact on its financial
statements.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how companies classify and measure certain financial
with characteristics of both liabilities and equity. It requires companies to
classify a financial instrument that is within its scope as a liability (or an
asset in some characteristics). SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003. The standard will not
impact the Company's financial statements.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004

NOTE B-SUPPLEMENTAL CASH FLOW INFORMATION
- ---------------------------------------------

Supplemental disclosures of cash flow information for the period ended May 31,
2004 is summarized as follows:

Cash paid during the period ended May 31, 2004 for interest and income taxes:

Income Taxes $---
Interest $---

NOTE C-SEGMENT REPORTING
- --------------------------

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement requires companies to
report information about operating segments in interim and annual financial
statements. It also requires segment disclosures about products and services,
geographic areas and major customers. The Company determined that it did not
have any separately reportable operating segments as of May 31, 2004.

NOTE D-EQUITY
- --------------

In February 2004, the Company issued 500 pre-split (10,000,000 post-split)
common shares of $.001 par stock to its officer for $100. See Subsequent Event
footnote below concerning the forward split of this stock. The excess of the par
value times the number of common shares issued over the $100 in cash collected
represents a receivable from the shareholder at May 31, 2004. The officer
contributed $3,942 in services and expenses paid personally by him, to the
Company during the period from inception (February 2, 2004) through May 31,
2004.

NOTE E-COMMITMENTS
- -------------------

The Company is provided with its office facilities from its officers and
majority shareholder, on a month to month basis for $500 per month.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004

NOTE F-LINE OF CREDIT
- ------------------------

On May 4, 2004, the Company received a $15,000 unsecured line of credit from The
First Citizens Bank & Trust Company ("The Bank"). The annual percentage rate
("APR") is based on the Bank's prime rate plus 1% with a maximum APR of 8%. As
of the date of the note, the APR was 5%. The initial maturity date of the note
is May 4, 2005. As of May 31, 2004, the Company had not drawn against this line
of credit. Subsequent to May 31, 2004, the Company borrowed $12,500 against this
line of credit. There is currently $2,500 in unused line of credit.

NOTE G-SUBSEQUENT EVENTS
- --------------------------

On June 23, 2004, The Company legally amended its Articles of Incorporation to
effect a name change from Capital Business Funding, Inc. to Capital Resource
Funding, Inc.

On June 23, 2004, the Company increased its number of currently authorized of
25,000 shares of common stock to 100,000,000 shares of common stock. The par
value of each shall remain at $.001. The Company also authorized the
establishment of a class of convertible preferred stock and therefore increased
its authorized capital to 10,000,000 shares of preferred stock, convertible to
common stock at a ratio of ten shares of common stock for each share of
preferred stock. The par value of each share shall be $.001.

On June 23, 2004, an agreement was signed between the Company and Greentree
Financial Group, Inc. whereby Greentree Financial Group, Inc. will assist with
the preparation of SEC Registration Statement form SB-2, assist with the
preparation of Board Resolution authorizing the transactions, assist with
preparing the Company corporate housekeeping, assist with the preparation of
share exchange agreement with a publicly traded company, Edgarization of the
SB-2 with the SEC, and assist with the preparation of a newly created preferred
stock. In connection with this agreement, the Company has promised to pay
$40,000 (representing $38,835 principal and $1,165 interest or approximately 6%
per annum) to Greentree Financial Group, Inc. The 6 month, non assumable
promissory note between the Company and Greentree Financial Group, Inc. was
drafted and signed on June 24, 2004. In addition to the promissory note, the
Company has paid $10,000 in cash upon signing the agreement and the Company will
also issue 490,000 shares of free-trading common stock to Greentree Financial
Group, Inc. within 6 months.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004

NOTE G-SUBSEQUENT EVENTS (cont')
- -----------------------------------

On June 23, 2004, the Company submitted a letter of intent to form a strategic
alliance with HairMax International, Inc. The Company intends to enter into a
strategic alliance whereby the services of the Company are offered to the
commercial customers of HairMax International, Inc. with a 50/50% revenue split
on every referral. In consideration for services provided by HairMax
International, Inc., the Company will pay to HairMax International, Inc. 200,000
shares of its unregistered common stock ($.001 par value). On December 20,
2004, the Company terminated the letter of intent and strategic alliance
agreement and rescinded it offer to issue 200,000 shares of its unregistered
common stock to HairMax International, Inc.

On June 23, 2004, the Company enacted a 20,000 for 1 forward stock split on the
common stock owned by its officer and then sole shareholder. These financial
statements have been adjusted, accordingly, to reflect this split.

NOTE H - GOING CONCERN
- --------------------------

The Company has suffered a significant net loss from operations subsequent to
year end and it incurred a note payable, subsequent to year end, in the amount
of $38,835 which is due on December 24, 2004. With $4,191 in cash at December
31, 2003, the pro forma net working capital deficit with the maturity of the
note payable in the upcoming twelve month operating circle included is $34,644
as of December 31, 2003. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

Management's plans in regard to this matter are to raise equity capital and seek
strategic relationships and alliances in order to increase sales in an effort to
generate positive cash flow and be able to repay the note as it comes due.
Additionally, the Company will have to rely upon equity infusions from investors
in order to improve liquidity and sustain operations. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

CAPITAL RESOURCE FUNDING, INC.
BALANCE SHEET
AS OF SEPTEMBER 30, 2004
================================================================================

ASSETS

CURRENT ASSETS
- ---------------
Cash and cash equivalents $ 4,191
----------
TOTAL CURRENT ASSETS 4,191

TOTAL ASSETS $ 4,191
==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
- --------------------
Accrued Interest $ 583
Notes Payable 51,696
----------
52,279

Stockholders' Deficit
- ----------------------

Common Stock ($.001 par value, 100,000,000 shares authorized;
10,790,000 issued and outstanding at September 30, 2004) 10,790
Common stock to be distributed 122,500
Paid in Capital 3,942
Retained Deficit (175,420)
Receivable from Sale of Stock to Officer (9,900)
----------
TOTAL STOCKHOLDERS' DEFICIT (48,088)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 4,191
==========

CAPITAL RESOURCE FUNDING, INC.
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 2004

REVENUES:
- ---------
Commissions earned $ 9,183
----------
TOTAL REVENUE $ 9,183

EXPENSES:
- ---------
Selling, general and administrative 183,859
Web Site Development 1,942
Professional Fees 12,500
Rent 2,000
Common Stock for Consulting Fees 221,335
Split Adjustment on Common Stock 990
Charitable Contributions 120
Office 4,972
----------
TOTAL EXPENSES 183,859
----------
OPERATING (LOSS) (174,676)
----------

Interest expense 944
----------
944

NET (LOSS) $ (175,620)
==========

Net (loss) per share- basic and fully diluted $ (0.02)
==========
Weighted average shares outstanding 10,990,000
==========

CAPITAL RESOURCES FUNDING, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 2004

CASH FLOWS FROM OPERATING ACTIVITIES:
- -----------------------------------------
Net (loss) $ (175,620)
Common stock issued for services 161,335
Split adjustment of common stock 990
Accrued interest 944
----------
NET CASH (USED IN) OPERATING ACTIVITIES (12,351)

CASH FLOWS FROM FINANCING ACTIVITIES:
- -----------------------------------------
Issuance of common stock 100
Proceeds from notes payable to bank 12,500
Contributions of capital 3,942
----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 16,542

NET INCREASE IN CASH AND CASH EQUIVALENTS 4,191

CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD -
----------

END OF THE PERIOD $ 4,191
==========

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------

Revenue Recognition-The Company's revenue is derived primarily from brokering
- --------------------
income which range from one time origination fees to on-going monthly
commissions paid for the life of the financing. Revenue is recognized as earned
when each loan deal is finalized. For purposes of on-going monthly commissions
paid for the life of the financing, revenue is recognized as earned based on the
total of the gross monthly financing fees generated.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
- ---------------------------------------------------------------

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
- ---------------------------------------------------------------

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
- ---------------------------------------------------------------

NOTE B-NOTES PAYABLE
- ----------------------

Notes payable at September 30, 2004 consists of the following:

The Company has a $15,000 unsecured line of credit from The First Citizens Bank
& Trust Company ("The Bank"). The annual percentage rate ("APR") is based on
the Bank's prime rate plus 1% with a maximum APR of 8%. As of the date of the
note, the APR was 5%. The maturity date of the note is May 4, 2005. As of
September 30, 2004, the Company drew against this line of credit and owes
$12,500 against this line of credit. There is currently $2,500 in unused line of
credit.

CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004

NOTE B-NOTES PAYABLE (CONT.)
- -------------------------------

In connection with financial advisory agreement with GreenTree Financial Group,
Inc., the Company owes $38,835 in principal. The 6 month, non assumable
promissory note between the Company and Greentree Financial Group, Inc. was
drafted and signed on June 24, 2004. The note matures on December 24, 2004 and
carries interest of 6% per annum.

NOTE C- COMMON STOCK TO BE DISTRIBUTED
- --------------------------------------------

Included in $172,500 in "Common Stock to be Distributed" in the accompanying
unaudited financial statements at September 30, 2004 are common shares due to
consulting service providers which have not been physically delivered for
services rendered and incurred as of September 30, 2004. Specifically, 490,000
common shares are due to Greentree Financial Group, Inc. as of September 30,
2004. The common shares were valued at $.25 per share and will be distributed to
Greentree in early 2005.

NOTE D - VALUATION OF COMMON STOCK ISSUED
- ------------------------------------------------

We valued the common shares issued to each of our employees and non-employees
during the period presented using the fair amount valuation of 25 cents per
share. This amount reasonably approximated the fair value of services received
by such parties. For instance, the 490,000 shares to be issued to Greentree
Financial Group, Inc. for their services rendered to us was valued at 25 cents
per share, or $122,500, and recorded as a non-cash expense to our books covering
the period of time the services related to. We feel these valuations are based
upon the most objective, verifiable evidence available for these non-monetary
exchanges and arms-length transactions.

NOTE E - SUBSEQUENT EVENTS
- ------------------------------

Subsequent to September 30, 2004, the Company issued 300,000 common shares to
three of its officers in an "arm's length" exchange for services rendered
subsequent to September 30, 2004. The compensation expense for services
rendered to the Company is valued at the $75,000 fair market value of the
services received as determined by a third party source.

ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Traci J. Anderson, Certified Public Accountant audited our financial
statements for the period from February 2, 2004 to May 31, 2004. We have never
had any changes in or disagreements with our accountants.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until ninety days after the effectiveness of the registration statement of
which this prospectus is a part, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

PART II INFORMATION NOT REQUIRED TO BE INCLUDED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bylaws provide for indemnification of each person (including the heirs,
executors, administrators, or estate of such person) who is or was director and
officer of the corporation to the fullest extent permitted or authorized by
current or future legislation or judicial or administrative decision against all
fines, liabilities, costs and expenses, including attorneys' fees, arising out
of his or her status as a director, officer, agent, employee or representative.
The foregoing right of indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The corporation may
maintain insurance, at its expense, to protect itself and all officers and
directors against fines, liabilities, costs, and expenses, whether or not the
corporation would have the legal power to indemnify them directly against such
liability.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without
consideration to future contingencies, incurred or expected to be incurred by
our Corporation in connection with the issuance and distribution of the
securities being offered by this prospectus. Items marked with an asterisk (*)
represent estimated expenses. We have agreed to pay all the costs and expenses
of this offering. These estimated expenses have been paid and we do not expect
any material additional expenses as the result if this offering. Selling
Security Holders will pay no offering expenses.

ITEM EXPENSE
SEC Registration Fee $ 16
Legal Fees and Expenses $10,000
Accounting Fees and Expenses $ 5,000
Transfer Agent Fees $ 1,500
Blue Sky Fees $ 5,000
Miscellaneous* $ 2,925
=======
Total* $24,441

* Estimated Figure

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On June 23, 2004, we entered into a Financial Advisory Services Agreement
with Greentree Financial Group, Inc. Under the terms of the agreement, Greentree
Financial Group, Inc. has agreed to use its best efforts to assist us in having
our common stock publicly traded. In exchange for the following services, we
have paid Greentree Financial Group, Inc., 490,000 shares of our common stock
and $10,000 cash for:

- - Assistance with the preparation of our Form SB-2 registration statement;
- - State Blue-Sky compliance;
- - Selection of an independent stock transfer agent; and
- - Edgar services.

The common shares issued were valued at the estimated value for the
services received which was $122,500, or $.25 per share.

The shares issued to Greentree were issued in reliance upon an exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended, inasmuch as Greentree is a sophisticated investor which is able to bear
the financial risk of its investment, it was provided with access to information
about us and there was no general solicitation or advertising in connection with
the offering. In addition, Greentree is an "accredited investor" within the
meaning of the Securities Act of 1933, as amended.

On or about February 2, 2004, we sold 500 pre-split shares (10,000,000
post-split) of stock to our President, David Koran for $100 pursuant to an
offering that was exempt under Section 4(2) of the Securities Act of 1933, as
amended.

On or about October 22, 2004, we issued shares of common stock to three of
our officers, as follows: Laura Koran, Chief Financial Officer, 150,000 shares;
Steven Moore, Chief Operating Officer, 75,000 shares; and Richard Koran, Vice
President, 75,000 shares. All three issuances were exempt from the registration
requirements of the Securities Act as a private placement pursuant to Section
4(2) thereof.

ITEM 27. EXHIBITS

Exhibit Number Exhibit Description
- --------------- ------------------------------------------------------------
3.1 Articles of Incorporation *
- --------------- ------------------------------------------------------------
3.2 Articles of Amendment to Articles of Incorporation *
- --------------- ------------------------------------------------------------
3.3 Bylaws *
- --------------- ------------------------------------------------------------
4 Form of stock certificate *
- --------------- ------------------------------------------------------------
5 Legal opinion (including consent to be named in Registration
Statement) *
- --------------- ------------------------------------------------------------
10.1 Consulting agreement between Capital Resource Funding, Inc.
and Greentree Financial Group, Inc. *
- --------------- ------------------------------------------------------------
10.2 Promissory note between Capital Resource Funding, Inc. and
GreenTree Financial Group, Inc. *
- --------------- ------------------------------------------------------------
10.3 Letter of Intent between Capital Resource Funding, Inc. and
HairMax International, Inc. *
- --------------- ------------------------------------------------------------
23.1 Consent of auditor
- --------------- ------------------------------------------------------------
23.2 Consent of legal counsel as to tax matters *
- --------------- ------------------------------------------------------------

* Incorporated by reference from the original Form SB-2 as filed on August
16, 2004.

ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

a. Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
b. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospects filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
c. Include any additional or changed material information on the plan of
distribution.

2. That, for determining liability under the Securities Act of 1933, to treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering .

3. To file a post-effective amendment to remove from registration any of the
securities that Remain unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

5. In the event that a claim for indemnification against such liabilities,
other than the payment by the Registrant of expenses incurred and paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding, is asserted by such director,
officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.

SIGNATURES
----------

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing of Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Cornelius, State of North Carolina on December 23, 2004.

Capital Resource Funding, Inc.

/s/ David R. Koran
---------------------
By: David R. Koran
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Name Title Date
- ------------------ --------------------------------- ----------------

/s/ David R. Koran President and CEO, Director December 23, 2004
- ------------------ --------------------------------- -----------------

/s/ Steve Moore Chief Operating Officer, Director December 23, 2004
- ------------------ --------------------------------- -----------------

/s/ Laura Koran Chief Financial Officer, Secretary December 23, 2004
and Director
- ------------------ --------------------------------- -----------------

/s/ Richard Koran Vice President, Director December 23, 2004
- ------------------ --------------------------------- -----------------