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CAPP > SEC Filings for CAPP > Form 8-K on 12-Sep-2013All Recent SEC Filings

Show all filings for CAPSTONE FINANCIAL GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CAPSTONE FINANCIAL GROUP, INC.


12-Sep-2013

Changes in Control or Registrant, Amendments to Articles of Inc. o


Item 5.01 Change in Control.

Background of the Change in Control

This Item 5.01 Form 8-K is being filed in connection with the change in control of Capstone Financial Group, Inc. (the "Company" or "CAPP") pursuant to a Common Stock Purchase Agreement, dated September 6, 2013 (the "Pastor Agreement") entered into by Mr. Ryan Faught (the "Seller") and Mr. Darin Pastor (the "Purchaser"), providing for the purchase by Mr. Pastor from the Seller of 3,548,200 shares of Common Stock, par value $.001 (the "Common Stock"), representing 78.7% of the issued and outstanding shares of the Company for a purchase price of $1,774.10. A copy of the Pastor Agreement is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Additionally, pursuant to a Common Stock Purchase Agreement, dated September 6, 2013 (the "Schneider Agreement") entered into by Mr. Ryan Faught (the "Seller") and Mr. George Schneider (the "Purchaser"), providing for the purchase by Mr. Schneider from the Seller of 451,800 shares of Common Stock, par value $.001 (the "Common Stock"), representing 10% of the issued and outstanding shares of the Company for a purchase price of $225.90. A copy of the Schneider Agreement is attached as Exhibit 10.2 hereto and incorporated by reference herein.

The Amount And Source Of Funds Used To Effect A Change In Control; Purchase of Control, Etc.

As mentioned above, Mr. Pastor paid $1,744.10 to acquire 3,548,200 shares of Common Stock and Mr. Schneider paid $225.90 to acquire 451,800 shares of Common Stock. The source of funds used by Mr. Pastor and Mr. Schneider to effect a change of control were personal funds. Control was acquired from the former President and CEO Mr. Ryan Faught who resigned previously on August 26, 2013 as set forth the Company's Form 8-K (the "8-K") filed on August 29, 2013 and is hereby incorporated by reference.

Except as described above, there were no arrangements or understandings among members of both the former and new control groups and their associates with respect to the election of directors or other matters.

As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.



Item 5.03 Amendment Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On September 6, 2013, the Company effectuated a 20 to 1 forward split (the "Forward Split") of its issued and unissued common shares as of September 24, 2013, the record date. As a result, once the Forward Split is declared effective by the Financial Industry Regulatory Authority ("FINRA"), the issued and outstanding shares of common stock of the Company will increase from four million, five hundred ten thousand (4,510,000) shares prior to the Forward Split to ninety million, two hundred thousand (90,200,000) shares following the Forward Split. The number of authorized shares will increase from 100,000,000 to 2,000,000,000 common shares. Fractional shares will be rounded upward. Each shareholder of record will receive a dividend certificate, rather than surrendering outstanding stock certificates. The Certificate of Change specifies that the effective date of the Forward Stock Split with the Nevada Secretary of State is September 6, 2013; however, the effectiveness of the Forward Stock Split is subject to approval by FINRA.


The Company has submitted an Issuer Company-Related Action Notification Form to FINRA regarding the Forward Stock Split. FINRA's approval of the Forward Stock Split is currently pending.

The Company will file a subsequent Current Report on Form 8-K upon receipt of approval from FINRA announcing the effectiveness of the Forward Split. A copy of the Certificate of Change is filed hereto as Exhibit 3.1(i)(c) and is hereby incorporated by reference.

Item 9.01           Exhibits

Exhibit
Number   Description
3(i)(c)  Certificate of Change - Dated September 6, 2013
10.1     Common Stock Purchase Agreement by and between Ryan
         Faught and Darin Pastor - Dated September 6, 2013
10.2     Common Stock Purchase Agreement by and between Ryan
         Faught and George L. Schneider - Dated September 6,
         2013


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