UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2006
CAPTECH FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
000-50057 59-1019723
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(Commission File Number) (I.R.S. Employer
Identification No.)
2436 North Federal Highway, Lighthouse Point, FL 33064
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 954-472-7971
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 Account
Larry Wolfe, Certified Public Accountant, former auditor for the Company,
resigned as auditor on May 3, 2006. Jaspers + Hall, PC was subsequently engaged
as auditor for Company.
The Change of Accountants was approved by the Board of Directors. No audit
committee exists other than the members of the Board of Directors.
In connection with audit of the two most recent fiscal years and through the
date of termination of the accountants, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused them to
make reference in connection with his report to the subject of the
disagreement(s).
The audit report by Larry Wolfe, Certified Public Accountant, for the period
ended December 31, 2004 and December 31, 2003, contained an opinion which
included a paragraph discussing uncertainties related to continuation of the
Registrant as a going concern. Otherwise, the audit report by Larry Wolfe,
Certified Public Accountant for the period December 31, 2004 and December 31,
2003, did not contain an adverse opinion or disclaimer of opinion, nor was
qualified or modified as to uncertainty, audit scope, or accounting principles.
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
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
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
Provision of the Code of Ethics
None
Item 5.06 Change in Shell Company Status
None
SECTION 6 ASSETS-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: 16 Resignation of Larry Wolfe, Certified Public Accountant
23.1 Consent of Larry Wolfe, Certified Public Accountant
23.2 Consent of Jaspers + Hall, PC
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: July 7, 2006 CAPTECH FINANCIAL GROUP, INC.
By: Wesley F. Whiting
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Wesley F. Whiting, CEO