# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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FORM 8-K/A

Amendment No. 1

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# 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, 2006

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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))
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# Explanatory Note

This Amendment No. 1 to Form 8-K is being filed in
order to include certain exhibits to the Texas Dealer Agreement (as defined below) which were not included in the original
filing.

|Item 1.01 |  | Entry into a Material Definitive Agreement
|--------- |  | ------------------------------------------

On September 5, 2006, CapSource Financial, Inc.
(the Company) entered into a Dealer Agreement with Hyundai Translead naming the Companys subsidiary, Capsource
Equipment Company, Inc. d/b/a Prime Time Trailers as an authorized Hyundai truck trailer dealer for Texas (the Texas Dealer
Agreement). The Company has leased a four acre site to be used as its sales facility in the Dallas/Ft. Worth area. The term
of the Texas Dealer Agreement runs through December 31, 2007.

The Company, through its Mexican subsidiary, RESALTA,
already markets and distributes Hyundai truck trailers in Mexico under an agreement granting it the exclusive right to do so. In
June 2006, RESALTA was recognized by Hyundai Translead as Top Dealer for 2005 based upon the dollar volume of trailer
sales as well as Top Dealer for 2005 for the sale of parts.Prime Time
Trailers also is an authorized Hyundai trailer dealer for California and, as such, markets new and used truck trailers in the
Southwest U.S. from its offices in Fontana, California. In June 2006, Prime Time Trailers was recognized by Hyundai Translead as
Top Dealer for 2005 based upon the number of units sold.

The foregoing is qualified in its entirety by
reference to the documents filed herewith as exhibits.

|Item 9.01 |  | Financial Statements and Exhibits
|--------- |  | ---------------------------------

(c)    Exhibits

10.1    Hyundai Translead Dealer Agreement

99.1    Press Release

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# 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 17, 2007 | By:                                  
|                          |                                      
|                         

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