Attached files
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| EX-3.I(D) - ARTICLES OF MERGER DATED JANUARY 15, 2014 - CAPSTONE FINANCIAL GROUP, INC. | articlesofmerger.htm |
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) January 15, 2014
CAPSTONE FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-54905
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46-0684479
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 15, 2014, the Company completed the reverse triangular merger, pursuant to the Acquisition Agreement and Plan of Merger (“Merger”), by and among Capstone Sub Co. (“Sub Co”), a Nevada corporation and wholly owned subsidiary of the Company, and Capstone Affluent Strategies, Inc. (“Affluent”), a California corporation, whereby Affluent became a wholly owned subsidiary of the Company. On January 15, 2014, the parties filed the Articles of Merger with the Nevada Secretary of State. A copy of the Articles of Merger is attached hereto as Exhibit 3(i)(d).
Pursuant to the conditions to closing of the Merger, the Company issued 1,000 shares of its restricted common stock in exchange for 100% of Affluent’s issued and outstanding common stock. The Company’s total issued and outstanding common stock, post-closing will be 93,026,000.
As a result of the closing of the Merger, the Company’s main focus has been redirected to the operations of Affluent. Capstone Affluent Strategies, Inc. is a financial services-related firm headquartered in Irvine, California, which was founded in 2013 by Chairman and Chief Executive Officer Darin Pastor.
Item 9.01 Exhibits.
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Exhibit
Number
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Description
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3(i)(d)
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Articles of Merger – Dated January 15, 2014
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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.
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CAPSTONE FINANCIAL GROUP, INC.
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By: /S/ Darin Pastor
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Darin Pastor, CEO
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Date: January 16, 2014
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