8-K

UNITED STATES

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) December 9, 2013

CAPSTONE FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54905	46-0684479
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2600 Michelson Dr., Suite 700

Irvine, California 92612

(Address of Principal Executive Offices, including zip code)

1 (866) 798-4478

(Registrant’s telephone number, including area code)

Copies of Communications to:

Stoecklein Law Group, LLP

Columbia Center

401 West A Street, Suite 1150

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-0556

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 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) FINRA approval, and (ii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.

Item 1.01                      Entry into a Material Definitive Agreement.

On December 9, 2013, the Company entered into a binding Letter of Intent (the “LOI”) to acquire a National Independent Broker-Dealer and Registered Investment Advisor ("RIA")  for the price of $2 million.

Pursuant to the LOI, at closing, the Company would acquire 100% of the issued and outstanding capital stock of the National Independent Broker-Dealer and RIA. A copy of the press release is attached hereto as Exhibit 99.1. In reference to the press release, Capstone Affluent Strategies is not a wholly owned subsidiary of the Company at this time. However, upon closing of the Merger Agreement as filed in Form 8-K Item 1.01 filed on December 13, 2013, Capstone Affluent Strategies will become a wholly owned subsidiary of the Company.

The LOI has certain binding obligations, including the acquisition consideration which is not subject to adjustment. However, the transaction is subject to various conditions to closing, including FINRA approval of a Rule 1017 Continuing Membership Application. Concurrent with the filing of the Continuing Membership Application, Capstone Financial Group, Inc. will prepare and file an Amended Form BD with the Securities and Exchange commission, FINRA and the State(s) Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virgin Islands, Virginia, Washington, West Virginia, Wisconsin, and Wyoming, indicating the 100 percent change in ownership of the company and listing the new officers and directors.

There can be no assurance that the transactions contemplated by the LOI will be consummated.

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Item 9.01                      Exhibits.

Exhibit Number	Description
99.1	Text of press release issued by Capstone Financial Group, Inc. on December 13, 2013.

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 hereunto duly authorized.

CAPSTONE FINANCIAL GROUP, INC.

By: /S/ Darin Pastor

Darin Pastor, CEO

Date:  December 13, 2013

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EX-99.1

Capstone Financial Group, Inc. Initiates Plans to Acquire a National

Independent Broker Dealer & RIA

IRVINE, Calif., Dec. 9, 2013 – Capstone Financial Group, Inc. (OTCBB: CAPP), a recently formed financial-services related firm, has initiated plans to acquire a National Independent Broker-dealer and RIA for the price of $2 million, Chairman and CEO Darin Pastor announced today. The company is based in the New York Metropolitan area and completion of the acquisition is expected in early 2014.

Established in 1999, the national independent broker-dealer and RIA is licensed to offer securities and insurance products. The firm generates approximately $5 million in annual gross revenue and its 34 registered representatives manage roughly $175 million in assets. The firm is currently licensed to conduct 11 types of securities-related business and is a member of both FINRA (Financial Industry Regulatory Authority) and SIPC (the Securities Investor Protection Company).

“The addition of a National Independent Broker-Dealer and RIA to Capstone Financial Group will represent a significant milestone for us,” Pastor said. “We are very pleased to partner with an outstanding team, and are excited for our expansion into the New York Metro region. This partnership will increase Capstone Financial Group’s number of registered representatives to 48 and would place our quickly expanding firm's total headcount at 70.”

The successful acquisition of the broker-dealer is contingent upon FINRA approval of a Rule 1017 Continuing Membership Application. Concurrent with the filing of the Continuing Membership Application, Capstone Financial Group, Inc. will prepare and file an Amended Form BD with the Securities and Exchange commission, FINRA and the State(s) Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virgin Islands, Virginia, Washington, West Virginia, Wisconsin, and Wyoming, indicating the 100 percent change in ownership of the company and listing the new officers and directors.

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About Capstone Financial Group, Inc.

Capstone Financial Group, Inc. (CAPP) is a financial services-related firm headquartered in Irvine, Calif. Founded in 2013 by Chairman and Chief Executive Officer Darin Pastor, the company includes wholly-owned subsidiary Capstone Affluent Strategies. The firm’s executive management team consists of leaders who have more than 100 collective years of experience in wealth management and investment banking, with a thorough understanding of clean technology and industrial growth, capital raising services concerning municipal government interests, and private placements and public offerings of corporate debt and corporate equity.

For more information, visit www.capstonefinancialgroupinc.com

Forward-Looking Statements

Statements in this press release relating to Capstone Financial Group, Inc.’s future plans, expectations, beliefs, intentions and prospects are "forward-looking statements" and are subject to material risks and uncertainties. When used in this press release, the words “will,” "future," "expect," "look forward to," similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Capstone Financial Group, Inc. that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this press release due to a number of risks and uncertainties. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. All information set forth in this press release is current as of December 9, 2013. Capstone Financial Group, Inc. undertakes no duty to update any statement in light of new information or future events.

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