UNITED STATESSECURITIES AND
EXCHANGE COMMISSION Washington, DC 20549

---

# FORM 8-K

---

# CURRENT REPORT

# Pursuant To
Section 13 Or 15 (d) of theSecurities Exchange
Act Of 1934

# Date of Report (Date
of Earliest Event Reported): January 9, 2006

---

CapSource Financial, Inc. (Exact Name of
Registrant as Specified in Charter)

|Colorado                                      | 1-31730                  | 84-1334453                       
|--------------------------------------------- | ------------------------ | ---------------------------------
|(State or Other Jurisdiction ofIncorporation) | (Commission File Number) | (IRS Employer Identification No.)

|2305 Canyon Boulevard, Suite 103Boulder, CO         |                | 80302
|--------------------------------------------------- | -------------- | -----
|(Address of Principal Executive Offices)            | (Zip Code)    
|                                                   
|Registrants telephone number, including area code: | (303) 245-0515

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 5.02. Appointment of
Principal Officers.

CapSource Financial, Inc. disclosed that
it entered into an employment agreement with Steven J. Kutcher as its vice president and
chief financial officer effective on January 9, 2006. The employment agreement is for a
term of three years. A copy of the employment agreement is attached hereto as Exhibit
10.1. During the past five years Mr. Kutcher has served as chief financial officer of the
issuer and has acted as a financial consultant to the issuer. Mr. Kutcher has no family
relationships with other officers or directors of the issuer.

# Item 9.01. Financial
Statements and Exhibits.

(c) Exhibits

10.1 Employment Agreement with Steven
J. Kutcher effective January 9, 2006.

2

---

# 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.

|      | CAPSOURCE FINANCIAL, INC.(Registrant)       
|----- | --------------------------------------------
|     
|     
|Date: | January 10, 2006                            
|      | Name:  Steven E. Reichert                   
|      | Title:    Vice President and General Counsel

3

---