CAPP Capstone Financial Group Inc (GM)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

AMENDMENT NO. 4 TO 

FORM 10-K

 

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2013

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-54905

 

CAPSTONE FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		46-0684479
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

2600 Michelson Dr., Suite 700

Irvine, California 92612

(Address of principal executive offices) (Zip Code)

 

(866) 798-4478

(Registrant's telephone number, including area code)

 

Copies of Communications to:

Stradling Yocca Carlson & Rauth, P.C.

4365 Executive Drive

Suite 1500

San Diego, CA 92121

858-926-3000 (Office) * 858-408-4251 (Fax)

 

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer (Do not check if a smaller reporting company)	☐	Smaller reporting company	☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2013 (the last business day of the registrant's most recently completed second fiscal quarter) was $1,172,477.04 based on a share value of $0.08. As of June 30, 2014 the aggregate market value was $64,038,842.75 based on the share value of $4.25.

The number of shares of Common Stock, $0.001 par value, outstanding on December 31, 2014 was 93,564,648 shares, and on December 31, 2013 was 93,025,000 shares.

 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 4 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February 19, 2015 (the “Form 10-K”), is solely to explain that the Explanatory Note for Amendment No. 3 errantly stated the amendment was to Form 10-Q for the quarter ended December 31, 2014 rather than Form 10-K for year ended December 31, 2013. No other changes have been made to the Form 10-K. This Amendment No. 4 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K. 

  

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CAPSTONE FINANCIAL GROUP, INC.

 

 

By: /S/ Darin R. Pastor

Darin R. Pastor, Chief Executive Officer

Date: February 20, 2015

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature	Title	Date
/S/ Darin R. Pastor	Chairman of the Board of Directors,	February 20, 2015
Darin R. Pastor	Chief Executive Officer (Principal Executive Officer) and Chief Executive  Officer
/S/ Halford W. Johnson	Chief Financial Officer	February 20, 2015
Halford W. Johnson	(Principal Financial Officer)
/S/ George L. Schneider	Director	February 20, 2015
George L. Schneider

 

 

 

 

 

EXHIBIT INDEX

Incorporated by reference

Exhibit

Filed

Period

Filing

Number

Exhibit Description

herewith

Form

ending

Exhibit

date

101 INS**

XRBL Instance Document

X

101.SCG**

XRBL Taxonomy Extension Schema

X

101.CAL**

XRBL Taxonomy Extension Calculation Linkbase

X

101.DEF**

XRBL Taxonomy Extension Definition Linkbase

X

101.LAB**

XRBL Taxonomy Extension Label Linkbase

X

101.PRE**

XRBL Taxonomy Extension Presentation Linkbase

X

**		XRBL (Extensible Business Reporting Language information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.