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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
000-54905
CUSIP NUMBER
14069V100
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(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
☐ Transition
Report on Form 10-Q
☐ Transition
Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to
imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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PART I — REGISTRANT INFORMATION
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Capstone
Financial Group, Inc.
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Full Name of Registrant
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n/a
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Former Name if Applicable
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8600
Transit Road
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Address of Principal Executive Office (
Street and Number
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East
Amherst, NY 14051
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City, State and Zip Code
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PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
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☒
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(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution Report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why
Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
The Registrant’s Form 10-Q for the fiscal quarter
ended September 30, 2016 could not be filed within the prescribed time period because certain information and data relating to
and necessary for the completion of the Registrant’s financial statements and management’s discussion and analysis
of financial condition and results of operations could not be obtained by the Registrant within such time period without unreasonable
effort or expense. The Registrant will file its complete Form 10-Q within the time allotted by Rule 12b-25.
(Attach extra sheets if needed)
PART IV — OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification.
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Halford Johnson
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(866)
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798-4478
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(Name)
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(Area Code)
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(Telephone No.)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). ☒ Yes ☐ No
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(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state reasons why a reasonable estimate of the results cannot be made.
To the extent related to the Registrant’s business activity of investing in stock of other companies,
net loss for the 3-month and 9-month periods ended September 30, 2016 will be lower due to meaningful reductions in loss on financial
instruments, net, for those periods, primarily due to the nonrecurrence of certain 2015 transactions with Twinlab Consolidated
Holdings, Inc. (which had an impact on the Registrant’s fair value determination for Twinlab Consolidated Holdings, Inc.
securities) and, as to the 2016 9-month period, the realization of gain on the sale of Twinlab Consolidated Holdings, Inc. stock.
In addition, the Registrant’s general and administrative expenses were approximately $1.2 million higher in the 2016 9-month
period than in the 2015 9-month period, primarily due to spending on overseas business development. The Registrant has not yet
completed its determination of the fair value accounting for the Registrant’s 2016 business activity pertaining to opportunities
in the minerals and agricultural commodities industries.
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Capstone Financial Group
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Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date:
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November 15, 2016
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By:
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/s/ Darin Pastor
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Darin Pastor, CEO
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INSTRUCTION: The form may be signed by an executive officer
of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements
or omissions of fact constitute Federal Criminal Violations (
See
18 U.S.C. 1001).