-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PherGUNb7XXHRO0mqD9/3szGCQ0tMWFEpRc67exKha3PT+PTsyCwwNiM42WpcvxP j8FTE/rKTFblZAz31UX2fQ== 0001144204-07-042134.txt : 20070813 0001144204-07-042134.hdr.sgml : 20070813 20070810173115 ACCESSION NUMBER: 0001144204-07-042134 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070813 DATE AS OF CHANGE: 20070810 GROUP MEMBERS: CRESTVIEW CAPITAL PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPTECH FINANCIAL GROUP, INC CENTRAL INDEX KEY: 0001201259 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 651082135 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78957 FILM NUMBER: 071046488 BUSINESS ADDRESS: STREET 1: 10200 W. 44TH AVENUE STREET 2: SUITE 210-E CITY: WHEAT RIDGE STATE: CO ZIP: 80033 BUSINESS PHONE: 303-940-2090 MAIL ADDRESS: STREET 1: 10200 W. 44TH AVENUE STREET 2: SUITE 210-E CITY: WHEAT RIDGE STATE: CO ZIP: 80033 FORMER COMPANY: FORMER CONFORMED NAME: HILLSBORO GROUP INC DATE OF NAME CHANGE: 20030815 FORMER COMPANY: FORMER CONFORMED NAME: E TRAVEL STORE NETWORK INC DATE OF NAME CHANGE: 20021025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESTVIEW CAPITAL MASTER LLC CENTRAL INDEX KEY: 0001303225 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13G 1 v083551_sc13g.htm Unassociated Document
 

 
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)
 
Captech Financial Group, Inc.
(Name of Issuer)
 
Common Stock 

(Title of Class of Securities)
 
26823Q 10 2
(CUSIP Number)
 
August 1, 2007

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
£
Rule 13d-1(b)
 
S Rule 13d-1(c)
 
£ Rule 13d-1(d)
 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
1

 

1.
Name of Reporting Person.
I.R.S. Identification No. of Above Persons (Entities Only).
 
Crestview Capital Master, LLC
2
    Check the Appropriate Box if a Member of a Group                                                                      (a) o
                                                                                                                                                                    (b)S
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
 
-0-
6
Shared Voting Power
 
5,681,399 (See Item 4)
7
Sole Dispositive Power
 
-0-
8
Shared Dispositive Power
 
5,681,399 (See Item 4)
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,681,399 (See Item 4)
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
o
11
Percent of Class Represented by Amount in Row (9)
 
18.2%(1)
12
Type of Reporting Person
 
OO
 
(1) Based on 31,269,442 shares outstanding as of August 1, 2007, based on the Form 8-K filed by the Issuer on August 3, 2007.

2



 
1.
Name of Reporting Person.
I.R.S. Identification No. of Above Persons (Entities Only).
 
Crestview Capital Partners, LLC
2
    Check the Appropriate Box if a Member of a Group                                                                      (a)  o
(b) S
 
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
Illinois
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
 
-0-
6
Shared Voting Power
 
5,681,399 (See Item 4)
7
Sole Dispositive Power
 
-0-
8
Shared Dispositive Power
 
5,681,399 (See Item 4)
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,681,399 (See Item 4)
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
o
11
Percent of Class Represented by Amount in Row (9)
 
18.2%(1)
12
Type of Reporting Person
 
OO
 
(1) Based on 31,269,442 shares outstanding as of August 1, 2007, based on the Form 8-K filed by the Issuer on August 3, 2007.

3

 

Item 1(a):
Name of Issuer.
 
 
Captech Financial Group, Inc.
 
Item 1(b):
Address of Issuer’s Principal Executive Offices.
 
 
4951 Airport Parkway, #660
Addison, Texas 75001
   
Item 2(a):
Name of Person Filing.
 
 
Crestview Capital Master, LLC (“Crestview”)
 
Crestview Capital Partners, LLC (“Crestview Partners”)
 
Item 2(b):
Address of Principal Business Office or, if none, Residence.
 
 
c/o Crestview Capital Funds
 
95 Revere Drive, Suite A
 
Northbrook, Illinois 60062
 
Item 2(c):
Citizenship.
 
 
Crestview is a Delaware limited liability company.
 
Crestview Partners is an Illinois limited liability company.
 
Item 2(d):
Title of Class of Securities.
 
 
Common Stock, no par value per share (“Common Stock”)
 
Item 2(e):
CUSIP Number.
 
 
26823Q 10 2
 
Item 3:
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
 
Not Applicable
 
Item 4:
Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)   
       Amount Beneficially Owned:

4

 
 

 
Crestview is the beneficial owner of 5,681,399 shares of Common Stock (the “Record Shares”). As the sole manager of Crestview, Crestview Partners may be deemed to beneficially own the Record Shares. Currently, Stewart Flink, Robert Hoyt and Daniel Warsh, each of whom are United States citizens, are the managers of Crestview Partners, and as such may be deemed to share the power to vote and to dispose of investments beneficially owned by Crestview Partners. As a result, each of Messrs. Flink, Hoyt and Warsh may also be deemed to beneficially own the Record Shares; however each disclaims beneficial ownership of such shares of Common Stock.
 
(b)   
Percent of Class:
 
 
Each Reporting Person: 18.2%
 
(c)    
Number of shares as to which the person has:
 
 
(i)     Sole power to vote or to direct the vote:
 
 
-0-
 
 
(ii)    Shared power to vote or to direct the vote:
 
 
         5,681,399 for each Reporting Person
 
 
(iii)   Sole power to dispose or to direct the disposition of:
 
 
-0-
 
 
(iv)   Shared power to dispose or to direct the disposition of:
 
 
         5,681,399 for each Reporting Person
   
Item 5:
Ownership of Five Percent or Less of a Class.
 
 
Not applicable
 
Item 6:
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not applicable
   
Item 7:
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
 
5

 

 
Not Applicable
 
Item 8:
Identification and Classification of Members of the Group.
 
 
This Schedule is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) by each of the Reporting Persons. While the Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act, each of the Reporting Persons hereby disclaims the existence and membership in a “group” and disclaims beneficial ownership of shares of Common Stock beneficially owned by all other Reporting Persons. Each of Messrs. Flink, Hoyt, and Warsh may be deemed to have beneficial ownership of the shares of Common Stock reported hereby, although each disclaims such beneficial ownership.
   
Item 9:
Notice of Dissolution of Group.
 
 
Not Applicable
 
Item 10:
Certification.
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
6

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
Date: August 10, 2007
 
Crestview Capital Master, LLC
 
By: Crestview Capital Partners, LLC,
       its Sole Manager
 
 
        By: /s/ Daniel I. Warsh        
        Name:  Daniel I. Warsh
        Title:  Manager
 
 
 
Crestview Capital Partners, LLC 
 
By: /s/ Daniel I. Warsh        
Name: Daniel I. Warsh
Title:  Manager
 

 
7

EXHIBIT 1
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, no par value per share, of Captech Financial Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 10, 2007.
 
 
 
Crestview Capital Master, LLC

By: Crestview Capital Partners, LLC,
       its Sole Manager

By: /s/ Daniel I. Warsh        
Name:  Daniel I. Warsh
Title:  Manager
 
 
Crestview Capital Partners, LLC 
 
By: /s/ Daniel I. Warsh               
Name: Daniel I. Warsh
Title:  Manager
 
8

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