8-K 1 cpfh_8k.htm CURRENT REPORT cpfh_8k.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): June 19, 2013
 
Capital Financial Holdings, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________

North Dakota
 
000-25958
 
45-0404061
(State or other jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
         
   
1 Main Street North
Minot, North Dakota
   
(Address of principal executive offices)
 
701-837-9600
(Registrant's telephone number)
______________________________________

(Former name or former address, if changed since last report)

Copy of all Communications to:
Richard W. Jones, Esq.
Baugh, Dalton, Jones & Haley, P.C.
115 Perimeter Center Place, Suite 170
Atlanta, Georgia  30346
Phone: 770.804.0500
Fax: 770.804-0509

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 
 
Item 8.01.  Voluntary Disclosure of Events.
 
On June 19, 2013, Capital Financial Holdings, Inc. (the “Company”) conducted its annual meeting of shareholders in which the shareholders considered the following action items:
 
1.           To elect the Board of Directors of the Company.
 
2.           To ratify the selection of Hein & Associates, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2013.
 
3.           To approve a Plan of Recapitalization and to amend the Articles of Incorporation to provide for a 10,000 to one (1) reverse stock split.
 
4.           To approve the conversion of the Company from a corporation to a limited liability company in accordance with North Dakota law.
 
5.           To approve the Company’s voluntary withdrawal from its obligation to file reports with the United States Securities and Exchange Commission.  (Advisory).
 
A quorum was present at the meeting, and all action items were approved by the vote of a majority of the shareholders.
 
As a result of this approval, the Company will immediately file Form 15 with the United States Securities and Exchange Commission, which will immediately terminate its reporting obligations under The Exchange Act of 1934.  When this filing is effective, the Company’s shares will no longer be eligible for trading on the OTC Bulletin Board, although they will be eligible for trading on the pink sheets.
 
The Company will also move forward to file appropriate documentation with the Secretary of State of North Dakota to effect the reverse stock split and the conversion of the Company to a limited liability company.
 
Item 9.01.  Financial Statements and Exhibits.
 
None
 
 
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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, thereunto duly authorized.
 
 
Capital Financial Holdings, Inc.
 
       
Dated:  June 24, 2013
By:
/s/ John Carlson                                           
 
  Name:
 John Carlson
 
  Title:
 President
 
       
 
 
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