Capital Financial Holdings, Inc. (fka CPFH)

[Stock]

Item 5. Interest in Securities of the Issuer.

Item 5 is amended to reflect the following:

(a) As of February 10, 2011, Bruce Edwin Graham was the beneficial owner of 774,770 shares of Common Stock, which represents approximately 5.36% of the outstanding shares of Common Stock. As of February 10, 2011, William L. Graham was the beneficial owner of 190,000 shares of Common Stock, which represents approximately 1.31% of the outstanding shares of Common Stock. Percentage ownership is calculated based on 14,455,943 shares of outstanding Common Stock on October 31, 2010, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed on November 12, 2010.

(b)

Shared Voting Power Sole Voting Power Shared Dispositive Power Sole Dispositive Power
Bruce Edwin Graham 0 774,770 0 774,770
William L. Graham 0 190,000 0 190,000

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CUSIP No. 140144-10-6 SCHEDULE 13D Page 5 of 6

(c) The transactions effected by Bruce Edwin Graham and William L. Graham during the past 60 days are described below:

The following tables set forth all transactions with respect to shares of Common Stock effected in the past sixty (60) days by any of the Reporting Persons (inclusive of any transaction effected as of 5:30 p.m. Eastern Time, on February 10, 2011).

Purchases

Name of Reporting Person
Date Number of
Shares
Purchased Price
Per
Share Aggregate
Purchase
Price (1) Transaction Type
Bruce Edwin Graham 12/20/2010 1,000 $0.07 $ 70.00 Open Market Purchase
Bruce Edwin Graham 12/27/2010 21,784 $0.07 $1,524.88 Open Market Purchase
William L. Graham 12/28/2010 2,500 $0.0725 $ 181.25 Open Market Purchase
Bruce Edwin Graham 12/28/2010 10,000 $0.07 $ 700.00 Open Market Purchase
Bruce Edwin Graham 1/24/2011 20,000 $0.10 $2,000.00 Open Market Purchase
William L. Graham 1/24/2011 3,000 $0.10 $ 300.00 Open Market Purchase
Bruce Edwin Graham 1/25/2011 20,000 $0.10 $2,000.00 Open Market Purchase
William L. Graham 1/25/2011 5,000 $0.10 $ 500.00 Open Market Purchase
William L. Graham 2/2/2011 9,500 $0.10 $ 950.00 Open Market Purchase
Bruce Edwin Graham 2/2/2011 5,000 $0.10 $ 500.00 Open Market Purchase
Bruce Edwin Graham 2/2/2011 216 $0.12 $ 25.92 Open Market Purchase
Bruce Edwin Graham 2/8/2011 10,000 $0.10 $1,000.00 Open Market Purchase
William L. Graham 2/8/2011 10,000 $0.08 $ 800.00 Open Market Purchase
Bruce Edwin Graham 2/9/2011 3,000 $0.09 $ 270.00 Open Market Purchase
Bruce Edwin Graham 2/9/2011 5,000 $0.10 $ 500.00 Open Market Purchase
Bruce Edwin Graham 2/9/2011 20,000 $0.08 $1,600.00 Open Market Purchase
Bruce Edwin Graham 2/10/2011 16,270 $0.10 $1,627.00 Open Market Purchase
Bruce Edwin Graham 2/10/2011 7,500 $0.11 $ 825.00 Open Market Purchase


(1) No brokerage fees or commissions were paid on these transactions.


(d) Not applicable.

(e) Not applicable.



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CUSIP No. 140144-10-6 SCHEDULE 13D Page 6 of 6



SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: February 10, 2011 /s/ Bruce Graham
Bruce Edwin Graham, an individual


Dated: February 10, 2011 /s/ William Graham
William L. Graham, an individual


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