UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
FORM 10-K
| ☒ | ANNUAL REPORTPURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF1934 |
For the fiscal year endedDecember 31,2013
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 |
Commission file number000-54905
CAPSTONE FINANCIAL GROUP,INC.
(Exact name of registrant as specified in itscharter)
| Nevada | 46-0684479 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
2600 Michelson Dr., Suite700
Irvine, California92612
(Address of principal executive offices) (ZipCode)
(866)798-4478
(Registrant's telephone number, including areacode)
Copies of Communicationsto:
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 parvalue
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 ifthe registrant isnot required tofile reports pursuant toSection 13 orSection 15(d) ofthe 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 willnot be contained, tothe best ofregistrant's knowledge, indefinitive proxy orinformation statements incorporatedby reference inPart III ofthis 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 whichthe common equity waslast sold, orthe average bidand asked priceof such commonequity, as ofJune 30, 2013(the last businessday of the registrant'smost recently completedsecond fiscal quarter)was $1,172,477.04 basedon a sharevalue 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. 3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, filed with the Securities and Exchange Commission on February 18, 2015 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language). No other changes have been made to the Form 10-Q. This Amendment No. 3 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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-Q.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this reportto 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 18, 2015
Pursuantto the requirementsof the SecuritiesExchange Act of1934, this reporthas been signedbelow by thefollowing 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 ofDirectors, |
February 18, 2015 |
| Darin R.Pastor | Chief Executive Officer (Principal ExecutiveOfficer) and Chief Executive Officer | |
/S/ Halford W. Johnson |
Chief Financial Officer |
February 18, 2015 |
| Halford W. Johnson | (Principal Financial Officer) | |
/S/ George L. Schneider |
Director |
February 18, 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. |