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): ~~March~~July 1415, 2013

CAPALL STABLES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-54952

(Commission File No.)

45-4654509

(IRS Employer Identification No.)

205 Ave Del Mar #974

San Clemente, CA 92674

(Address of principal executive offices) (zip code)

(949) 461-1471

(Registrant’s telephone number, including area code)

Not Applicable

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

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:

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 1.01. Entry Into a Material Definitive Agreement

The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~May~~July 1412, 2013, Capall Stables, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) to ~~implement~~amend ~~a Ten to One split (~~the ~~“Reverse~~Company’ ~~Split”)~~Articles of ~~its~~Incorporation ~~common~~to ~~stock,~~incorporate ~~par~~a ~~value~~new ~~$0.0001~~Article ~~per~~IX ~~share~~which ~~(the “Common Stock”), as approved by the Company’s stockholders on May 14, 2013.~~reads:

AsARTICLE ~~a result of the Reverse Split, every ten shares of issued and outstanding Common Stock were combined into one share of issued and outstanding Common Stock.~~IX

~~Fractional~~Section ~~shares~~1. ~~will~~The beCompany ~~rounded~~shall upnot atenter ~~the~~into ~~beneficial~~any ~~owner~~debt ~~level. Accordingly,~~transaction ~~each~~or ~~common~~similar ~~shareholders~~type ~~shares~~of ~~shall~~transaction be(including ~~divided~~but bynot 10limited ~~then~~to ~~rounded~~the upissuance toof ~~the~~Preferred ~~nearest~~Stock) ~~whole~~unless ~~number;~~the ~~with~~lender ~~shareholders~~agrees ~~owning~~that ~~less~~the ~~than~~debt ~~Ten~~shall ~~(10)~~not ~~common~~be ~~shares~~converted asinto ofunregistered ~~the~~capital ~~record~~stock ~~date~~(i.e. ~~each~~common ~~receiving~~or ~~One~~preferred (1stock) ~~share.~~unless:

~~The~~(a) ~~Amendment~~A ~~did~~legend ~~not~~is ~~reduce~~printed ~~the~~on ~~number of authorized shares of~~ the ~~Common~~certificate ~~Stock~~stating ~~and,~~that ~~therefore,~~ the ~~effect~~shares ofmay ~~the~~not ~~Amendment~~be isresold toor ~~increase~~transferred ~~the number of shares of Common Stock available~~ for ~~issuance~~12 ~~relative~~months tofrom the ~~number~~date of ~~shares of Common Stock issued and outstanding. The Reverse Split did not alter~~ the ~~par~~issuance ~~value~~ of the ~~Common~~certificate ~~Stock or modify any voting rights or other terms of~~ (the ~~Common~~“Holding ~~Stock.~~Period”);

As(b) aThe ~~result~~lender ofagrees ~~the~~that ~~reverse~~it ~~split,~~may ~~the~~not ~~Company’s~~rely ~~outstanding~~on ~~share~~Rule ~~count~~144(d)(3)(ii) ~~will~~of gothe ~~from~~Securities ~~449,250,000~~Act toof ~~44,925,000~~1933 ~~shares~~in ~~outstanding. As~~relation ato ~~result of~~ the ~~reverse~~calculation ~~split,~~of the ~~Company’s~~required ~~free~~Holding ~~trading~~Period ~~outstanding~~in ~~share~~Article ~~count~~IX ~~will~~Section go1(a) ~~from~~of ~~27,000,000~~this toCertificate ~~2,700,000~~of ~~shares~~Incorporation; ~~outstanding.~~and

A(c) ~~copy~~The oflender ~~the~~agrees ~~Amendment,~~that asRule ~~filed~~144(d)(1)(i) ~~with~~of the ~~Secretary~~Securities ofAct ~~State~~ of ~~the~~1933 ~~State~~does ofnot ~~Delaware~~apply onregardless ~~May~~of ~~14,~~the ~~2013,~~reporting isstatus ~~attached~~of ~~hereto~~the ~~as Exhibit 3~~Company.1.

Section 2. The unanimous consent of Board of Directors then in office and of the holders all of the voting power of the issued and outstanding shares of capital stock of the Corporation then entitled to vote, shall be required to amend or repeal this Article IX.

Item 8.01. Other Information

(a) July 15, 2013, the Company modified its agreement with SC Capital to incorporate the changes made to the Company’s Articles of Incorporation. As such, SC Capital agreed to the following provision:

Lock-up Agreement. The Lender agrees and acknowledges that the Borrower cannot issue Lender unregistered securities of its Company in exchange for the discharge or as payment for the debt owed under this Agreement unless:

i.	Lender agrees that the shares received shall be restricted from resell or transfer for 12 months from the date that Lender receives the shares;

ii.	Lender may not rely on Rule 144(d)(3)(ii) of the Securities Act of 1933 in the calculation of the 12 month holding period; and

iii.	Lender may not rely on Rule 144(d)(1)(i) of the Securities Act of 1933 to shorten the holding period to 6 months from the date the Lender receives the shares.

Lender acknowledges and agrees that if Lender agrees to accept shares as repayment such shares shall carry a legend stating: “In accordance with the Company’s Articles of Incorporation, these shares are subject to a Lock-Up Agreement between the Shareholder and Capall Stables, Inc. Pursuant to the Lock-Up Agreement these shares will not be deposited under Rule 144 Exemptions or have the restrictive legend released until a minimum of 12 months from the issuance date.”

(b) July 15, 2013, the Company modified its agreement with SC Capital to incorporate the changes made to the Company’s Articles of Incorporation. Additionally, the Company granted SC Capital a security interest in Company’s thoroughbreds. As such, a UCC will be filed by SC Capital against the Company’s thoroughbred and will be used as collateral against the revolving line of credit. Our CEO, Joseph Wade, has also personally guaranteed the line of credit.

A copy of the Amended and Restated Articles of Incorporation, as filed with the Secretary of State of the State of Delaware on July 12, 2013, is attached hereto as Exhibit 3.1.

SIGNATURE

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.

Dated: ~~May~~July 1415, 2013 Capall Stables, Inc.

By: /s/ Joseph Wade

Name: Joseph Wade

Title: CEO

Filing Compare · Capall Stables, Inc.