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): May 27, 2008

BROOKE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Kansas

0-25679

48-118574

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8500 College Boulevard

Overland Park, Kansas

66210

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (913) 661-0123

(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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On May 27, 2008, Brooke Capital Corporation (AMEX: BCP), issued a press release regarding the announcement of certain operating initiatives. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit 99.1 Press Release dated May 27, 2008 announcing Operating Initiatives.

SIGNATURES

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.


	Brooke Capital Corporation
	(Registrant)

Date June 2, 2008	By	/s/ Robert D. Orr
		(Signature)
		Robert D. Orr, Chairman
		of the Board of Director

BROOKE CAPITAL CORP 8-K