SecProbe.io

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      April 4, 2005

Mail Stop 0408

By U.S. Mail and Facsimile to (704) 894-9759

David R. Koran
President, Chief Executive Officer and Chief Financial Officer
Capital Resource Funding, Inc.
2212 Lantern Way Circle
Cornelius, North Carolina 28031

Re:	Capital Resource Funding, Inc.
	Amendment No. 4 to Form SB-2, filed March 14, 2005
	File No. 333-118259

Dear Mr. Koran:

      We have reviewed your amendment and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We welcome any questions
you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General

1. We note your response to prior comment 1.  Please note that the
staff has not made any determination that Greentree is not an
affiliate or that such disclosure is not required, but simply has
chosen not to object to your determination regarding the
disclosure.

2. Please delete the item numbers from throughout the prospectus.

Risk Factors - page 8

3. We note your response to prior comment 3.  Please tell us what
you
mean by the statement that you plan to increase the number of your
shareholders as soon as possible.  This statement appears vague
and
there appears to be little basis for the statement on the cover
page
and elsewhere that you intend to pursue quotation of your stock
"upon
effectiveness of the registration statement."  Please revise or
advise.

Interest of Experts and Counsel - page 23

4. Please note that this section should describe any interest that
an
expert or counsel named as such in the prospectus has in the
offering, such as a contingent basis, a direct or indirect
interest
in the issuer, or a connection to the issuer.  Refer to Item 509
of
Regulation S-B.  If there are no such interests present, please
confirm the fact in your next response.

Financial Statements for Period Ended May 31, 2004:
Statement of Cash Flows - page 49

5. We note that you have modified your statement of cash flows to
report cash flows from operating activities using the direct
method.
Please note that the intent of our prior comment 8 was not to
object
to your use of the indirect method.  If you prefer to present your
cash flows using the direct method, in future filings please also
provide the reconciliation net income/(loss) to net cash flows
from
operating activities required by paragraph 30 of SFAS 95.
Alternatively, you may continue to present your cash flows using
the
indirect method.

Note D - Equity - page 56

6. Please revise to remove the sentence regarding the note
receivable
from shareholder as this receivable is no longer reported in your
financial statements.

Financial Statements for Period Ended November 30, 2004:
Statement of Stockholders` Equity - page 63

7. We note that you have recorded the issuance of 300,000 shares
to
certain officers in your financial statements for the period ended
November 30, 2004.  However, on page 42 you disclose that these
shares were issued "on or about December 31, 2004."  Paragraph 30
of
SFAS 123 requires you to recognize compensation expense over the
period in which related services are expected to be rendered (if
the
award is for future service) or at the grant date (if the award is
for past service).  Please revise as follows:

(a) Clearly disclose the date on which these shares were issued.

(b)	Record the issuance of these shares, and the related
compensation expense, in the appropriate period.  For example, if
these shares were not issued until December 31, 2004, it does not
appear appropriate to record them in your financial statements for
the period ended November 30, 2004.  They would instead be
recorded
during the quarter ended February 28, 2005.  Otherwise, tell us
your
basis under GAAP for recognizing the compensation expense prior to
the grant date.

(c)	Revise your disclosure in Note C on page 68 to clearly
indicate
that these shares were issued to "employees".  Your current
disclosure implies that these shares were issued to non-employees.

Exhibit 5 - Legality Opinion of Harold Martin

8. Please revise the opinion to confirm that the Questionnaires
relied upon by counsel were with regard to factual matters.

*      *      *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Angela Jackson, Staff Accountant, at (202)
942-
2865 or Kevin Vaughn, Branch Chief, (202) 942-1816 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Gregory Dundas at (202) 942-2932 or me at
(202) 942-1974 with any other questions.

						Sincerely,

Christian Windsor
Senior Attorney

cc:	Harold Martin, Esq. (by fax)

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Capital Resource Funding, Inc.
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