CAPP / Capstone Financial Group, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Capstone Financial Group, Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Capstone Financial Group, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
December 30, 2016 15-12G

Capstone Financial Group 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????????? FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT Commission File Number 000-54905 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as spe

December 30, 2016 DEF 14C

Capstone Financial Group DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement Capstone Financial Group, Inc. (Name

December 14, 2016 EX-10.2

Agreement for Livestock, dated August 17, 2016 [with livestock supplier 2]

EX-10.2 3 capp-2016093010qex10z2.htm EXHIBIT 10.2 EXHIBIT 10.2 Agreement for Livestock This Agreement for Livestock is made and entered into as of August 17, 2016 by and between: Company: Capstone Financial Group, Inc. Address: 8600 Transit Road, East Amherst, New York 14051, USA Country of Company Formation: USA Telephone: 1-(866)-798-4478 Email: [email protected] Represented by: Darin Pasto

December 14, 2016 10-Q

Capstone Financial Group FORM 10-Q FOR PERIOD ENDED SEPT 30, 2016 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-54905 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registra

December 14, 2016 EX-10.1

Agreement for Livestock, dated August 16, 2016 [with livestock supplier 1]

EX-10.1 2 capp-2016093010qex10z1.htm EXHIBIT 10.1 EXHIBIT 10.1 Agreement for Livestock This Agreement for Livestock is made and entered into as of August 16, 2016 by and between: Company: Capstone Financial Group, Inc. Address: 8600 Transit Road, East Amherst, New York 14051, USA Country of Company Formation: USA Telephone: 1-(866)-798-4478 Email: [email protected] Represented by: Darin Pasto

December 14, 2016 EX-10.3.1

First Amendment of Agreement for Livestock, dated September 26, 2016 [with livestock customer]

EXHIBIT 10.3.1 First Amendment of Agreement for Livestock This First Amendment of Agreement for Livestock (this ?Amendment?) is made and entered into as of September 26, 2016, with respect to the Agreement for Livestock dated August 24, 2016 by and between Capstone Financial Group, Inc. and [***][1] (the ?Agreement?). 1. The first paragraph of Section 1 of the Agreement is hereby amended to read i

December 14, 2016 EX-10.3

Agreement for Livestock, dated August 25, 2016 [with livestock customer]

EXHIBIT 10.3 Agreement for Livestock This Agreement for Livestock is made and entered into as of August 24, 2016 by and between: Company: Capstone Financial Group, Inc. Address: 8600 Transit Road, East Amherst, New York 14051, USA Country of Company Formation: USA Telephone: 1- (716) 462-3080 Email: [email protected] Represented by: Darin Pastor Nationality: USA Company Reg. No.: NV2012142990

December 14, 2016 EX-10.4

Sale and Purchase Agreement for Gold, dated September 22, 2016 [with gold customer]

EXHIBIT 10.4 Sale and Purchase Agreement for Gold This Sale and Purchase Agreement for Gold is made and entered into as of September 21, 2016 by and between: Company: [***]1 Address: [***] Australia Country of Company Formation: Australia Telephone: [***] Email: [***] Represented by: [***] Hereinafter referred to as "Buyer" AND Company: Capstone Financial Group, Inc. Address: 8600 Transit Road, Ea

December 9, 2016 SC 13D/A

CAPP / Capstone Financial Group Inc. / Pastor Darin Richard - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CAPSTONE FINANCIAL GROUP, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 14069V 100 (CUSIP Number) Darin Richard Pastor 8600 Transit Road East Amherst, NY 14051 Telephone (866) 798-4478 with a copy to: Hayden Trubitt,

December 8, 2016 PRE 14C

Capstone Financial Group PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Capstone Financial Group, Inc. (Name

December 8, 2016 SC 13D/A

TLCC / Twinlab Consolidated Holdings, Inc. / CAPSTONE FINANCIAL GROUP, INC. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* TWINLAB CONSOLIDATED HOLDINGS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 901773101 (CUSIP Number) Capstone Financial Group, Inc. 8600 Transit Road East Amherst, NY 14051 Telephone (866) 798-4478 and Darin Richard

November 15, 2016 NT 10-Q

Capstone Financial Group FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54905 CUSIP NUMBER 14069V100 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tr

October 6, 2016 8-K

Entry into a Material Definitive Agreement

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): September 22, 2016 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or Other Jurisdiction of Incorporation) (Co

September 12, 2016 8-K

Capstone Financial Group CURRENT REPORT (Current Report/Significant Event)

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): September 7, 2016 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or Other Jurisdiction of Incorporation) (Com

September 1, 2016 10-Q

Capstone Financial Group FORM 10-Q FOR PERIOD ENDED JUNE 30, 2016 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-54905 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as

August 29, 2016 8-K

Entry into a Material Definitive Agreement

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): August 24, 2016 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or Other Jurisdiction of Incorporation) (Commi

August 29, 2016 8-K

Entry into a Material Definitive Agreement

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): August 24, 2016 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or Other Jurisdiction of Incorporation) (Commi

August 12, 2016 NT 10-Q

Capstone Financial Group FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54905 CUSIP NUMBER 14069V100 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transit

August 12, 2016 NT 10-Q

Capstone Financial Group FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54905 CUSIP NUMBER 14069V100 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transit

June 8, 2016 10-Q

Capstone Financial Group FORM 10-Q FOR PERIOD ENDED MARCH 31, 2016 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-54905 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant a

May 16, 2016 NT 10-Q

Capstone Financial Group FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54905 CUSIP NUMBER 14069V100 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transi

May 2, 2016 10-K

Capstone Financial Group FORM 10-K FOR PERIOD ENDING DECEMBER 31, 2015 (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-54905 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as spe

March 30, 2016 NT 10-K

Capstone Financial Group NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54905 CUSIP NUMBER 14069V100 (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra

December 24, 2015 SC 13D/A

TLCC / Twinlab Consolidated Holdings, Inc. / CAPSTONE FINANCIAL GROUP, INC. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* TWINLAB CONSOLIDATED HOLDINGS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 901773101 (CUSIP Number) Capstone Financial Group, Inc. 8600 Transit Road East Amherst, NY 14051 Telephone (866) 798-4478 and Darin Richard

November 24, 2015 CORRESP

Capstone Financial Group ESP

Capstone Financial Group, Inc. 8600 Transit Road East Amherst, NY 14051 November 24, 2015 Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Attn: William Schroeder Michael C. Volley Re: Capstone Financial Group, Inc. Comment Letter for Form 10-K (12-31-2014) and Form 10-Q (6-30-2015) File No. 000-54905 Gentlemen: We have received and reviewed, and we thank you

November 17, 2015 NT 10-Q

Capstone Financial Group FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54905 CUSIP NUMBER 14069V100 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tr

November 16, 2015 CORRESP

Capstone Financial Group ESP

Capstone Financial Group, Inc. 8600 Transit Road East Amherst, NY 14051 November 16, 2015 Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Attn: William Schroeder Michael C. Volley Re: Capstone Financial Group, Inc. Comment Letter for Form 10-K (12-31-2014) and Form 10-Q (6-30-2015) File No. 000-54905 Gentlemen: We have received, and we thank you for, the Sta

October 8, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 1, 2015 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or Other Jurisdiction of Incorporation) (Commi

October 8, 2015 EX-10.2

Amendment No. 1 to Agreement for Limited Waiver of Non-Circumvention Provision and to Compromise Agreement and Release, by and between Capstone Financial Group, Inc. and Twinlab Consolidated Holdings, Inc., dated October 1, 2015

AMENDMENT NO. 1 TO AGREEMENT FOR LIMITED WAIVER OF NON-CIRCUMVENTION PROVISION AND TO COMPROMISE AGREEMENT AND RELEASE THIS AMENDMENT NO. 1 TO AGREEMENT FOR LIMITED WAIVER OF NON-CIRCUMVENTION PROVISION AND TO COMPROMISE AGREEMENT AND RELEASE (the ?Amendment?) is made as of this 1st day of October, 2015, by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the ?Company?), and

October 8, 2015 EX-10.1

Agreement for Limited Waiver of Noncircumvention Provision, by and between Capstone Financial Group, Inc. and Twinlab Consolidated Holdings, Inc., dated July 5, 2015

AGREEMENT FOR LIMITED WAIVER OF NONCIRCUMVENTION PROVISION This AGREEMENT FOR LIMITED WAIVER OF NONCIRCUMVENTION PROVISION (this “Agreement”) is made and entered into as of July 5, 2015, by and between Twinlab Consolidated Holdings, Inc.

October 5, 2015 CORRESP

Capstone Financial Group ESP

Capstone Financial Group, Inc. 8600 Transit Road East Amherst, NY 14051 October 5, 2015 Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Attn: William Schroeder Michael C. Volley Re: Capstone Financial Group, Inc. Comment Letter for Form 10-K (12-31-2014) and Form 10-Q (6-30-2015) File No. 000-54905 Gentlemen: We have received and reviewed, and we thank you f

September 18, 2015 CORRESP

Capstone Financial Group ESP

Capstone Financial Group, Inc. 8600 Transit Road East Amherst, NY 14051 September 18, 2015 Mr. Michael C. Volley Staff Accountant, Office of Financial Services I Division of Corporation Finance Securities and Exchange Commission Mail Stop 4720 100 F Street, N.E. Washington, DC 20549 Re: Capstone Financial Group, Inc. File No. 000-54095 Comment Letter for Form 10-K (12-31-2014) and Form 10-Q (6-30-

July 27, 2015 8-K

Entry into a Material Definitive Agreement

8-K 1 capp-201507298k.htm CURRENT REPORT 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): July 24, 2015 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or Othe

June 18, 2015 SC 13D/A

Twinlab Consolidated Holdings SCHEDULE 13D/A (Activist Acquisition of More Than 5% of Shares)

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* TWINLAB CONSOLIDATED HOLDINGS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 901773101 (CUSIP Number) Capstone Financial Group, Inc. 8600 Transit Road East Amherst, NY 14051 Telephone (866) 798-4478 and

June 18, 2015 EX-7

Form of Option Agreement

THE SECURITIES REPRESENTED BY AND UNDERLYING THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) SUCH TRANSFER IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.

May 29, 2015 EX-10.2

Amendment No. 1 to Series B Warrant, by and between Capstone Financial Group, Inc. and Twinlab Consolidated Holdings, Inc., dated May 28, 2015

AMENDMENT NO. 1 TO SERIES B WARRANT This Amendment No. 1 to Series B Warrant (?Amendment No. 1?) is made and entered into as of May 28, 2015 (the ?Effective Date?) by and between Twinlab Consolidated Holdings, Inc. (?TCH? or the ?Company?), a Nevada corporation, and Capstone Financial Group, Inc., a Nevada corporation (?Capstone? or ?Registered Owner?). WHEREAS, TCH and Capstone are parties to tha

May 29, 2015 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): May 28, 2015 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or Other Jurisdiction of Incorporation) (Commissi

May 29, 2015 EX-10.1

Compromise Agreement and Release, by and between Capstone Financial Group, Inc. and Twinlab Consolidated Holdings, Inc., dated May 28, 2015

COMPROMISE AGREEMENT AND RELEASE This Compromise Agreement and Release is entered into by and between Twinlab Consolidated Holdings, Inc.

March 31, 2015 NT 10-K

Capstone Financial Group FORM 12B-25

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-54905 CUSIP NUMBER NOTIFICATION OF LATE FILING 14069V100 (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: DECE

December 17, 2014 SC 13D

TLCC / Twinlab Consolidated Holdings, Inc. / CAPSTONE FINANCIAL GROUP, INC. - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* TWINLAB CONSOLIDATED HOLDINGS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 901773101 (CUSIP Number) Capstone Financial Group, Inc. 2600 Michelson Drive Suite 700 Irvine, CA 92612 Attn: Darin R. Pastor T

December 17, 2014 EX-2

IRREVOCABLE STOCK OPTION AGREEMENT

EX-2 3 tlcc-13d121614ex2.htm EXHIBIT 2 Exhibit 2 IRREVOCABLE STOCK OPTION AGREEMENT Irrevocable Stock Option Agreement (the "Agreement") dated August 1, 2014, by and between, [*] (the "Optionor"), and Capstone Financial Group, Inc. (the "Optionee"). WHEREAS, Optionor is the owner of [*] un-restricted registered shares (the "Optionor Stock") of common stock of MIRROR ME, INC., (or the "Company"); a

December 17, 2014 EX-1

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement The undersigned hereby agree to the joint filing on behalf of each of them of Schedule 13D with respect to the shares of Common Stock, par value $.

November 24, 2014 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K /A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 24, 2014 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in it

November 24, 2014 CORRESP

CAPP / Capstone Financial Group Inc. CORRESP - -

November 24, 2014 Amit Pande United States Securities and Exchange Commission 100 F.

November 17, 2014 NT 10-Q

CAPP / Capstone Financial Group Inc. NT 10-Q - - NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-54905 CUSIP NUMBER: 14069V 100 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨

November 13, 2014 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 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) November 13, 2014 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000

October 6, 2014 EX-10.4

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), is made and entered into as of September 30, 2014, by and between Twinlab Consolidated Holdings, Inc.

October 6, 2014 EX-10.3

COMMON STOCK PUT AGREEMENT

COMMON STOCK PUT AGREEMENT COMMON STOCK PUT AGREEMENT (this “Agreement”), dated as of September 30, 2014, between Twinlab Consolidated Holdings, Inc.

October 6, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 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) October 6, 2014 (September 30, 2014) CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its

October 6, 2014 EX-10.1

SERIES A WARRANT

SERIES A WARRANT THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS.

October 6, 2014 EX-10.2

SERIES B WARRANT

SERIES B WARRANT THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS.

September 9, 2014 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 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) September 5, 2014 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000

August 15, 2014 NT 10-Q

CAPP / Capstone Financial Group Inc. NT 10-Q - - NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-54905 CUSIP NUMBER: 14069V 100 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans

August 4, 2014 EX-16.1

Seale and Beers, CPAs PCAOB Registered Auditors 50 S. Jones Blvd, Suite 201 - Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

EX-16.1 2 letter.htm LETTER FROM SEALE & BEERS, CPAS - DATED AUGUST 4, 2014 SEALE and BEERS, CPAs PCAOB REGISTERED AUDITORS www.sealebeers.com August 4, 2014 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements included under Item 4.01 in the Form 8-K dated July 31, 2014 of Capstone Financial Group, In

August 4, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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) July 31, 2014 CAPSTONE FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or other jurisdiction of incorporation) (Commissio

May 16, 2014 NT 10-Q

- NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-54905 CUSIP NUMBER: 14069V 100 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran

May 15, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 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) May 14, 2014 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

May 15, 2014 EX-10.1

2600 Michelson Drive, Ste 700, Irvine, CA 92612 v Securities offered through Courtland Securities Corp., Member FINRA/SIPC

EX-10.1 2 ex10-1.htm EX. 10.1 VIA EMAIL May 14, 2014 To: Darin Pastor, President Capstone Affluent Strategies, Inc. 2600 Michelson Dr., Suite 700 Irvine, CA 92612 From: George Schneider Capstone Financial Group, Inc. 2600 Michelson Dr., Suite 700 Irvine, CA 92612 Subject: Rescission of Acquisition Agreement and Plan of Merger (“Merger Agreement”) by and among Capstone Financial Group, Inc., Capsto

April 1, 2014 NT 10-K

- NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-54905 CUSIP NUMBER: 14069V 100 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2013 x Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨Tr

January 16, 2014 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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) Nevada 000-54905 46-0684479 (State or other jurisdiction of incorporation) (Commis

January 16, 2014 EX-3.I(D)

Articles of Merger (PURSUANT TO NRS 92A.200) Page 1

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Filed in the office of Ross Miller Secretary of State State of Nevada Document Number 20140030647-57 Articles of Merger (PURSUANT TO NRS 92A.

December 16, 2013 EX-99.1

Capstone Financial Group, Inc. Initiates Plans to Acquire a National Independent Broker Dealer & RIA

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 base

December 16, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 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) (Commis

December 13, 2013 EX-2.1

ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 13, 2013 BY AND AMONG CAPSTONE FINANCIAL GROUP, INC. (“CAPP”), a Nevada corporation, CAPSTONE SUB CO (“CAPSTONE SUBCO”), a Nevada corporation CAPSTONE AFFLUENT STRATEGIES, INC. (“AFFLUENT”

ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 13, 2013 BY AND AMONG CAPSTONE FINANCIAL GROUP, INC.

December 13, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 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 13, 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) (Commi

December 5, 2013 8-K

Change in Shell Company Status, Financial Statements and Exhibits - FORM 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) November 18, 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) (Commi

November 19, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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) November 15, 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) (Commi

November 19, 2013 EX-16.1

Corporate Headquarters: De Joya Griffith, LLC 2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

November 18, 2013 Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 RE: Capstone Financial Group, Inc. We have read the statements that we understand Capstone Financial Group, Inc. will include under Item 4.01 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. Very truly yours, /S/ De Joya Gr

November 15, 2013 NT 10-Q

- NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-54905 CUSIP NUMBER: 14069V 100 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨

September 30, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 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) September 25, 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) (Comm

September 17, 2013 SC 13D

CAPP / Capstone Financial Group Inc. / Schneider George Leon - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CAPSTONE FINANCIAL GROUP, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 14069V 100 (CUSIP Number) George Leon Schneider 2600 Michelson Dr., Suite 700 Irvine, CA 92612 (716) 462-3080 with a copy to: Stoecklein Law Grou

September 17, 2013 SC 13D

CAPP / Capstone Financial Group Inc. / Pastor Darin Richard - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CAPSTONE FINANCIAL GROUP, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 14069V 100 (CUSIP Number) Darin Richard Pastor 2600 Michelson Dr., Suite 700 Irvine, CA 92612 (716) 462-3080 with a copy to: Stoecklein Law Group

September 12, 2013 EX-3.(I)(C)

Certificate of Change Pursuant to NRS 78.209

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Filed in the office of Ross Miller Secretary of State State of Nevada Document Number 20130585447-69 Certificate of Change Pursuant to NRS 78.

September 12, 2013 EX-3.(I)(C)

Certificate of Change Pursuant to NRS 78.209

EX-3.(I)(C) 2 forwardsplit.htm CERTIFICATE OF CHANGE DATED SEPTEMBER 6, 2013 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Filed in the office of Ross Miller Secretary of State State of Nevada Document Number 20130585447-69 Certificate of Change Pursuant to NRS 78.209 Filing Date and Time 09/05/2013 11:31 AM Entity Number E0366142012-

September 12, 2013 8-K

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 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) September 6, 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) (Commi

September 12, 2013 8-K

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 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) September 6, 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) (Commi

August 29, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 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) August 23, 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) (Commiss

August 29, 2013 EX-3.(I)(A)

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Filed in the office of Ross Miller Secretary of State State of Nevada Document Number 20130557701-61 Certificate of Amendment (PURSUANT TO NRS 78.

August 20, 2013 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - AMENDMENT NO. 1 TO FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K /A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2013 CREATIVE APP SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or other jurisdiction of incor

August 13, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 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) August 8, 2013 CREATIVE APP SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or other jurisdiction of incorporation) (Commission

August 13, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

June 7, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 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) June 6, 2013 CREATIVE APP SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or other jurisdiction of incorporation) (Commission F

April 9, 2013 8-K

Other Events - FORM 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) April 8, 2013 CREATIVE APP SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54905 46-0684479 (State or other jurisdiction of incorporation) (Commission

February 26, 2013 8-K

Other Events

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) February 25, 2013 CREATIVE APP SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 333-184457 46-0684479 (State or other jurisdiction of incorporation) (Commis

February 26, 2013 8-A12G

- FORM 8-A 12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 CREATIVE APP SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 46-0684479 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3965 Paula St

January 11, 2013 424B2

Pursuant to Rule 424(b)(2) No. 333-184457 CREATIVE APP SOLUTIONS, INC.

PROSPECTUS Filed Pursuant to Rule 424(b)(2) Registration No. 333-184457 
 Pursuant to Rule 424(b)(2) No. 333-184457 CREATIVE APP SOLUTIONS, INC. 500,000 Shares of Common Stock Offered by Creative App Solutions, Inc. And 10,000 Shares of Common Stock offered by the Selling Shareholders Per Share Total Public Offering Price sold by the Company (1)… $ 0.10 $ 50,000 Underwriting discounts and Commissi

January 8, 2013 CORRESP

-

CREATIVE APP SOLUTIONS, INC. 3965 Paula St. La Mesa, CA 91941 (619) 699-9669 www.creativeapps.biz January 8, 2013 Ms. Maryse Mills-Apenteng Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 RE: Creative App Solutions, Inc. Registration Statement on Form S-1 (Filed on 10/17/12) File No. 333-184457 Dear Ms. Mills-Apenteng: Pursuant to Rule 477 promulgated under the Securiti

January 8, 2013 CORRESP

-

CREATIVE APP SOLUTIONS, INC. 3965 Paula St. La Mesa, CA 91941 (619) 699-9669 www.creativeapps.biz January 8, 2013 Ms. Maryse Mills-Apenteng Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 RE: Creative Apps Solutions, Inc. Registration Statement on Form S-1 (Filed on 10/17/12) File No. 333-184457 Dear Ms. Mills-Apenteng: Creative Apps Solutions, Inc., hereby requests acc

January 4, 2013 EX-11.1

Statement of Computation of Per Share Earnings

EXHIBIT 11 Statement of Computation of Per Share Earnings Earnings per share The Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 260 "Earnings Per Share" ("FASB ASC 260").

January 4, 2013 EX-3.(II)(A)

BYLAWS CREATIVE APP SOLUTIONS, INC. a Nevada corporation ARTICLE I

BYLAWS OF CREATIVE APP SOLUTIONS, INC. a Nevada corporation ARTICLE I OFFICES Section 1. PRINCIPAL OFFICES. The principal office shall be in the City of Las Vegas, County of Clark, State of Nevada. Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF

January 4, 2013 EX-10.2

REVOLVING CREDIT GRID NOTE

REVOLVING CREDIT GRID NOTE $200,000 July 15, 2012 San Diego, CA On the due date for each advance (as recorded on the grid attached hereto as Schedule A or on any additional pages thereof) or on demand, the undersigned Creative App Solutions, Inc.

January 4, 2013 EX-3.(I)(A)

ARTICLES OF INCORPORATION CREATIVE APP SOLUTIONS, INC.

EX-3.(I)(A) 2 ex3ia.htm ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION OF CREATIVE APP SOLUTIONS, INC. KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being at least eighteen (18) years of age and acting as the incorporator of the Corporation hereby being formed under and pursuant to the laws of the State of Nevada, does hereby certify that: Article I - NAME The exact name of this corpo

January 4, 2013 S-1/A

- REGISTRATION STATEMENT ON FORM S-1 AMENDMENT NO. 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3 ) Commission File Number 333-184457 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Creative App Solutions, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7371 (Primary Standard Industrial Classification Code

January 4, 2013 CORRESP

-

CREATIVE APP SOLUTIONS, INC. 3965 Paula St. La Mesa, CA 91941 (619) 699-9669 www.creativeapps.biz January 4, 2013 Ms. Maryse Mills-Apenteng Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 RE: Creative Apps Solutions, Inc. Registration Statement on Form S-1 (Filed on 10/17/12) File No. 333-184457 Dear Ms. Mills-Apenteng: Creative Apps Solutions, Inc., hereby requests acc

January 4, 2013 EX-10.1

CREATIVE APP SOLUTIONS, INC. SUBSCRIPTION AGREEMENT

CREATIVE APP SOLUTIONS, INC. SUBSCRIPTION AGREEMENT 1. INVESTMENT: (a) The undersigned subscribes for shares of Common Stock of Creative App Solutions, Inc., at $0.10 per share. (b) Total subscription price ($0.10 times number of shares): = $. 2. INVESTOR INFORMATION: Name (type or print) Social Sec. No. Name (type or print) Social Sec. No. Mailing Address: Street City State Zip 3. TYPE OF OWNERSH

January 4, 2013 EX-4.(C)

CREATIVE APP SOLUTIONS, INC. TOTAL AUTHORIZED ISSUE 100,000,000 SHARES PAR VALUE $.001 EACH COMMON STOCK

CREATIVE APP SOLUTIONS, INC. TOTAL AUTHORIZED ISSUE 100,000,000 SHARES PAR VALUE $.001 EACH COMMON STOCK THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED WITNESS, THE SEAL OF THE COR

December 14, 2012 EX-4.(C)

CREATIVE APP SOLUTIONS, INC. TOTAL AUTHORIZED ISSUE 100,000,000 SHARES PAR VALUE $.001 EACH COMMON STOCK

CREATIVE APP SOLUTIONS, INC. TOTAL AUTHORIZED ISSUE 100,000,000 SHARES PAR VALUE $.001 EACH COMMON STOCK THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED WITNESS, THE SEAL OF THE COR

December 14, 2012 EX-3.(I)(A)

ARTICLES OF INCORPORATION CREATIVE APP SOLUTIONS, INC.

ARTICLES OF INCORPORATION OF CREATIVE APP SOLUTIONS, INC. KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being at least eighteen (18) years of age and acting as the incorporator of the Corporation hereby being formed under and pursuant to the laws of the State of Nevada, does hereby certify that: Article I - NAME The exact name of this corporation is: CREATIVE APP SOLUTIONS, INC. Article II

December 14, 2012 EX-10.2

REVOLVING CREDIT GRID NOTE

REVOLVING CREDIT GRID NOTE $200,000 July 15, 2012 San Diego, CA On the due date for each advance (as recorded on the grid attached hereto as Schedule A or on any additional pages thereof) or on demand, the undersigned Creative App Solutions, Inc.

December 14, 2012 S-1/A

- REGISTRATION STATEMENT ON FORM S-1 AMENDMENT NO. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2 ) Commission File Number 333-184457 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Creative App Solutions, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7371 (Primary Standard Industrial Classification Code

December 14, 2012 EX-11.1

Statement of Computation of Per Share Earnings

EXHIBIT 11 Statement of Computation of Per Share Earnings Earnings per share The Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 260 "Earnings Per Share" ("FASB ASC 260").

December 14, 2012 EX-10.1

CREATIVE APP SOLUTIONS, INC. SUBSCRIPTION AGREEMENT

CREATIVE APP SOLUTIONS, INC. SUBSCRIPTION AGREEMENT 1. INVESTMENT: (a) The undersigned subscribes for shares of Common Stock of Creative App Solutions, Inc., at $0.10 per share. (b) Total subscription price ($0.10 times number of shares): = $. 2. INVESTOR INFORMATION: Name (type or print) Social Sec. No. Name (type or print) Social Sec. No. Mailing Address: Street City State Zip 3. TYPE OF OWNERSH

December 14, 2012 CORRESP

-

Stoecklein Law Group, LLP Practice Limited to Federal Securities Columbia Center Telephone: (619) 704-1310 401 West A Street Facsimile: (619) 704-1325 Suite 1150 Email: djs@slgseclaw.

December 14, 2012 EX-3.(II)(A)

BYLAWS CREATIVE APP SOLUTIONS, INC. a Nevada corporation ARTICLE I

BYLAWS OF CREATIVE APP SOLUTIONS, INC. a Nevada corporation ARTICLE I OFFICES Section 1. PRINCIPAL OFFICES. The principal office shall be in the City of Las Vegas, County of Clark, State of Nevada. Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF

November 23, 2012 EX-3.(I)(A)

ARTICLES OF INCORPORATION CREATIVE APP SOLUTIONS, INC.

ARTICLES OF INCORPORATION OF CREATIVE APP SOLUTIONS, INC. KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being at least eighteen (18) years of age and acting as the incorporator of the Corporation hereby being formed under and pursuant to the laws of the State of Nevada, does hereby certify that: Article I - NAME The exact name of this corporation is: CREATIVE APP SOLUTIONS, INC. Article II

November 23, 2012 EX-11.1

Statement of Computation of Per Share Earnings

EXHIBIT 11 Statement of Computation of Per Share Earnings Earnings per share The Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 260 "Earnings Per Share" ("FASB ASC 260").

November 23, 2012 EX-10.1

CREATIVE APP SOLUTIONS, INC. SUBSCRIPTION AGREEMENT

CREATIVE APP SOLUTIONS, INC. SUBSCRIPTION AGREEMENT 1. INVESTMENT: (a) The undersigned subscribes for shares of Common Stock of Creative App Solutions, Inc., at $0.10 per share. (b) Total subscription price ($0.10 times number of shares): = $. 2. INVESTOR INFORMATION: Name (type or print) Social Sec. No. Name (type or print) Social Sec. No. Mailing Address: Street City State Zip 3. TYPE OF OWNERSH

November 23, 2012 EX-3.(II)(A)

BYLAWS CREATIVE APP SOLUTIONS, INC. a Nevada corporation ARTICLE I

BYLAWS OF CREATIVE APP SOLUTIONS, INC. a Nevada corporation ARTICLE I OFFICES Section 1. PRINCIPAL OFFICES. The principal office shall be in the City of Las Vegas, County of Clark, State of Nevada. Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF

November 23, 2012 S-1/A

- REGISTRATION STATEMENT ON FORM S-1 AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 /A (Amendment No. 1) Commission File Number 333-184457 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Creative App Solutions, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7371 (Primary Standard Industrial Classification Code

November 23, 2012 CORRESP

-

Stoecklein Law Group, LLP Practice Limited to Federal Securities Columbia Center Telephone: (619) 704-1310 401 West A Street Facsimile: (619) 704-1325 Suite 1150 Email: djs@slgseclaw.

November 23, 2012 EX-10.2

REVOLVING CREDIT GRID NOTE

REVOLVING CREDIT GRID NOTE $200,000 July 15, 2012 San Diego, CA On the due date for each advance (as recorded on the grid attached hereto as Schedule A or on any additional pages thereof) or on demand, the undersigned Creative App Solutions, Inc.

November 23, 2012 EX-4.(C)

CREATIVE APP SOLUTIONS, INC. TOTAL AUTHORIZED ISSUE 100,000,000 SHARES PAR VALUE $.001 EACH COMMON STOCK

CREATIVE APP SOLUTIONS, INC. TOTAL AUTHORIZED ISSUE 100,000,000 SHARES PAR VALUE $.001 EACH COMMON STOCK THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED WITNESS, THE SEAL OF THE COR

October 17, 2012 EX-11.1

Statement of Computation of Per Share Earnings

EX-11.1 7 ex11.htm STATEMENT OF RE: COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 Statement of Computation of Per Share Earnings Earnings per share The Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 260 "Earnings Per Share" ("FASB ASC 260"). Basic earning per common share ("EPS") calculations are determined by dividing net income by the weighted av

October 17, 2012 S-1

Registration Statement - REGISTRATION STATEMENT ON FORM S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Creative App Solutions, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7371 (Primary Standard Industrial Classification Code Number) 46-0684479 (I.R.S. Employer Identification Number) 3965 Paula St. La Mesa, CA 91941 (Address, including zip code

October 17, 2012 EX-3.(II)(A)

BYLAWS CREATIVE APP SOLUTIONS, INC. a Nevada corporation ARTICLE I

BYLAWS OF CREATIVE APP SOLUTIONS, INC. a Nevada corporation ARTICLE I OFFICES Section 1. PRINCIPAL OFFICES. The principal office shall be in the City of Las Vegas, County of Clark, State of Nevada. Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF

October 17, 2012 EX-4.(C)

CREATIVE APP SOLUTIONS, INC. TOTAL AUTHORIZED ISSUE 100,000,000 SHARES PAR VALUE $.001 EACH COMMON STOCK

CREATIVE APP SOLUTIONS, INC. TOTAL AUTHORIZED ISSUE 100,000,000 SHARES PAR VALUE $.001 EACH COMMON STOCK THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED WITNESS, THE SEAL OF THE COR

October 17, 2012 EX-3.(I)(A)

ARTICLES OF INCORPORATION CREATIVE APP SOLUTIONS, INC.

ARTICLES OF INCORPORATION OF CREATIVE APP SOLUTIONS, INC. KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being at least eighteen (18) years of age and acting as the incorporator of the Corporation hereby being formed under and pursuant to the laws of the State of Nevada, does hereby certify that: Article I - NAME The exact name of this corporation is: CREATIVE APP SOLUTIONS, INC. Article II

October 17, 2012 EX-10.1

CREATIVE APP SOLUTIONS, INC. SUBSCRIPTION AGREEMENT

CREATIVE APP SOLUTIONS, INC. SUBSCRIPTION AGREEMENT 1. INVESTMENT: (a) The undersigned subscribes for shares of Common Stock of Creative App Solutions, Inc., at $0.10 per share. (b) Total subscription price ($0.10 times number of shares): = $. 2. INVESTOR INFORMATION: Name (type or print) Social Sec. No. Name (type or print) Social Sec. No. Mailing Address: Street City State Zip 3. TYPE OF OWNERSH

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