SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2006
CAPTECH FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-50057 59-1019723
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10200 W. 44th Avenue, Suite 210E, Wheat Ridge, CO 80033
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (954) 472-7971
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant's Certifying Accountant
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant
On April 28, 2006, Theodore Molinari sold 111,570,000 shares of the Company's
common stock to John Raby in exchange for shares of another company's stock. The
shares acquired constitute 84% of the common stock of the Company.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On April 29, 2006, J. Edward Houston resigned as President and director of the
Company. His resignation as a director will become effective ten days after
compliance with Section 14f of the Securities Exchange Act of 1934, as amended.
On April 29, 2006, Wesley F. Whiting was appointed as President and as director
to be effective ten days after mailing of Notice to Shareholders pursuant to
Section 14f of the Securities Exchange Act.
WESLEY F. WHITING, Director, age 73. Mr. Whiting was President, director, and
Secretary of Berge Exploration, Inc. (1978-88) and President, Vice President,
and director of NELX, Inc. (1994-1998), and was Vice President and director of
Intermountain Methane Corporation (1988-91), and President of Westwind
Production, Inc. (1997-1998). He was a director of Kimbell deCar Corporation
from 1998, until 2000 and he has been President and a director of Dynadapt
System, Inc. since 1998. He was a Director of Colorado Gold & Silver, Inc. from
1999 to 2000. He was President and director of Business Exchange Holding Corp.
from 2000 to 2002 and Acquisition Lending, Inc. (2000 to 2002). He was director
and Vice President of Utilitec, Inc, 1999 to 2002, and has been Vice President
and director of Agro Science, Inc. since 2001. He was President and director of
Premium Enterprises, Inc. from October 2002 to December 31, 2002. He is Vice
President and director of Evergreen Associates, Inc. and Resource Science, Inc.
He was appointed Director and Secretary of BSA SatelLINK, Inc. in 2002. He was
President and Director of Fayber Group, Inc. from 2003 to 2005, when he
resigned. He has also been Director of Life USA, Inc. since 2001.
Also on April 29, 2006, Redgie Green was appointed as a director of the Company,
effective as of April 29, 2006.
REDGIE GREEN, age 53, Secretary, Treasurer and Director, has been Secretary and
Director of Dynadapt Systems, Inc. since 1998. Mr. Green has been co-owner and
operator of Green's B&R Enterprises, a wholesale donut baker, since 1983. He has
been an active investor in small capital and high-tech adventures since 1987.
Mr. Green was a director of Colorado Gold & Silver, Inc. in 2000. He was a
director of Houston Operating Company in late 2004 until December 2004. He has
been a Director of Muntains West Exploration, Inc. since March 2005.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
None
Item 5.06 Change in Shell Company Status
None
SECTION 6 - ASSET-BACKED SECURITIES
Item 6.01 ABS Informational and Computational Material
None
Item 6.02 Change of Servicer or Trustee
None
Item 6.03 Change in Credit Enhancement or Other External Support
None
Item 6.04 Failure to Make a Required Distribution
None
Item 6.05 Securities Act Updating Disclosure
None
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure
None
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
None
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
A. Financial Statements - None
B. Exhibits - None
Signatures
Pursuant to the requirements 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.
Date: May 24, 2006 CAPTECH FINANCIAL GROUP, INC.
By: /s/ Wesley F. Whiting
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Wesley F. Whiting