true 2024 FY This Form 10-K/A, Amendment Number One, (Form 10-K/A) is being filed by Capstone Companies, Inc. (Company) solely to correct certain inadvertent typographical errors contained on page F-26 and page 62 of the Form 10-K Annual Report for the fiscal year ended December 31, 2024, filed by the Company on March 17, 2025 (Original Filing), which typographical errors consisted of: (1) misspelling the first name of Warner Session, a Company Director, as Warren in two notes to the financial statements of the Original Filing; and (2) listing the correct names and titles of the principal executive officer and principal financial officer in the Exhibit List for Exhibits 31.1, 31.2, 32.1 and 32.2; and (3) adding Exhibit 3.1.1.1.1 to the Exhibit List of the Original Filing to state the location in a SEC filing of the text of a 2023 amendment to the Companys Amended and Restated Articles of Incorporation, which amendment was filed as Attachment One to the definitive Information Statement filed by the Company with the Commission on May 25, 2023. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Form 10-K/A is signed by a duly authorized representative of the Company. It includes, as Exhibits 31.1, 31.2, 32.1 and 31.2, the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Companys other filings with the SEC subsequent to the date of the Original Filing. 0000814926 0000814926 2024-01-01 2024-12-31 0000814926 2024-06-30 0000814926 2025-03-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K/A

Amendment Number One 

 

(Mark One)

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2024

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _______

 

Commission File Number 000-28831

 

CAPSTONE COMPANIES, INC.

(Exact name of small business issuer as specified in its charter)

 

Florida 84-1047159
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer No.)

 

# 144-V 10 Fairway Drive, Suite 100,  

Deerfield Beach, Florida 33441

(Address of principal executive offices) (Zip Code)

 

(954) 252-3440

(Small business issuer’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class Trading Name of each exchange on which registered Symbol(s)
     
None N/A N/A

 

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.0001 PAR VALUE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, emerging growth company or a smaller reporting company. See definitions of “large, accelerated filer”, “accelerated filer”, “emerging growth company” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting Company ☒ Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

 

As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of our common stock issued and outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the common stock on June 30, 2024, as reported on the OTC QB Venture Market, was $358,899  

 

Number of estimated shares outstanding of the Registrant’s Common Stock as of March 17 , 2025 is 48,826,864.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

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Explanatory Note

 

This Form 10-K/A, Amendment Number One, (“Form 10-K/A”) is being filed by Capstone Companies, Inc. (“Company”) solely to correct certain inadvertent typographical errors contained on page F-26 and page 62 of the Form 10-K Annual Report for the fiscal year ended December 31, 2024, filed by the Company on March 17, 2025 (“Original Filing”), which typographical errors consisted of: (1) misspelling the first name of Warner Session, a Company Director, as “Warren” in Item 16 and Note 8 of the financial statements of the Original Filing; and (2) listing the correct names and titles of the principal executive officer and principal financial officer in the Exhibit List for Exhibits 31.1, 31.2, 32.1 and 32.2; and (3) adding Exhibit 3.1.1.1.1 to the Exhibit List of the Original Filing to state the location in a SEC filing of the text of a 2023 amendment to the Company’s Amended and Restated Articles of Incorporation, which amendment was filed as Attachment One to the definitive Information Statement filed by the Company with the Commission on May 25, 2023. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Form 10-K/A is signed by a duly authorized representative of the Company. It includes, as Exhibits 31.1, 31.2, 32.1 and 31.2, the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s other filings with the SEC subsequent to the date of the Original Filing.

 

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Item 15. Exhibits and Financial Statement Schedules

 

(b) Exhibits. The following exhibit are filed with this Form 10K/A.

 

3. EXHIBITS

 

Exhibits Required by Item 601 of Regulation S-K. Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the Company and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. A copy of such instrument will be furnished to the Securities and Exchange Commission upon request.

 

3.1 Articles of Incorporation of CHDT Corp. Incorporated by reference to Annex G to the Special Meeting Proxy Statement, Dated April 15, 2004, filed by CHDT Corporation with the Commission on April 20, 2004.
   
3.1.1 Amended and Restated Articles of Incorporation of Capstone Companies, Inc. Incorporated by reference to Exhibit 3.1 to Form 8-K filed by Capstone Companies, Inc. with the Commission on July 14, 2009.
   
3.1.1.1

 

 

Amendment to Amended and Restated Articles of Incorporation of Capstone Companies, Inc., as filed with Florida Secretary of State on June 8, 2016. Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by Capstone Companies, Inc. with the Commission on June 8, 2016.

3.1.1.1.1 Amendment to Amended and Restated Articles of Incorporation of Capstone Companies, Inc., incorporated by reference to Attachment One to the Information Statement, filed with the Commission on May 25, 2023.
   
3.2 By-laws of Capstone Companies, Inc. Incorporated by reference to Annex H the Special Meeting Proxy Statement, Dated April 15, 2004, filed by CHDT Corporation with the Commission on April 20, 2004.
   
4.6 Description of Capstone Companies, Inc. Securities as of December 31, 2021
   
10.01 Employment Agreement by Capstone Companies, Inc. and Stewart Wallach, dated February 5, 2020, filed by Capstone Companies, Inc with the Commission on March 30, 2020.
   
10.02 Consulting Agreement by Capstone Companies, Inc. and Eschenburg Perez CPA, LLC, dated January 20, 2025.
   
10.08 Financial Services Agreement dated March 1, 2017, by Capstone Companies, Inc. and Wilmington Capital Securities, LLC. Incorporated by reference to Exhibit 10.18 to Form 10-K filed by Capstone Companies, Inc with the Commission on March 28, 2018.
   
14 Code of Ethics Policy. Exhibit 14 of the Capstone Companies, Inc. Form 8-K, as filed with the Commission on March 22, 2018.
   
19 Insider Trading Policy, dated February 25, 2025
   
21.1 Subsidiaries of Capstone Companies, Inc. ^
   
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Stewart Wallach, Chief Executive Officer^
   
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Dana E. Perez, principal accounting officer and fractional Chief Financial Officer. ^
   
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Stewart Wallach, Chief Executive Officer. ^
   
32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Dana E. Perez, principal accounting officer and fractional Chief Financial Officer. ^
   
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

Note: CHDT Corp. is a prior name of Capstone Companies, Inc.

^ Filed Herein.

 

4

 

CAPSTONE COMPANIES, INC.


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, Capstone Companies, Inc. has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Broward County, Florida on this 8th day of April 2025.

   

By: /s/ Stewart Wallach

Chair of the Board of Directors

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 21.1

        

Exhibit 21.1 Subsidiaries of Capstone Companies, Inc.

 

Subsidiaries of Registrant 

United States of America

Capstone Industries, Inc., a Florida Corporation

 

Capstone Lighting Technologies, L.L.C., a Florida Limited Liability Company

 

Hong Kong SAR

 

Capstone International Hong Kong, Ltd.

Exhibit 31.1

 

Section 302 Certifications

 

I, Alexander Jacobs, certify that:

 

1.             I have reviewed this annual report on Form 10-K/A of Capstone Companies, Inc. for the fiscal year end December 31, 2024;

 

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

4.             The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

 

a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)             Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)            Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

5.             The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Date: April 8, 2025

/s/ Alexander Jacobs

Alexander Jacobs

CEO, Director

(Principal Executive Officer)

Exhibit 31.2

 

Section 302 Certifications

 

I, Dana Eschenburg Perez, certify that:

 

1.             I have reviewed this annual report on Form 10-K/A of Capstone Companies, Inc. for the fiscal year end December 31, 2024;

 

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

4.             The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15I) and internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

 

a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)            Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)            Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

5.             The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Date: April 8, 2025

s/ Dana E. Perez

Dana Eschenburg Perez

Chief Financial Officer

(Principal Financial Executive and Accounting Officer)

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Capstone Companies, Inc. on Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “Report”), I, Alexander Jacobs, Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:

 

(1)           the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: April 8, 2025

 

/s/ Alexander Jacobs

Alexander Jacobs

Chief Executive Officer and Director

(Principal Executive Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Capstone Companies, Inc. on Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “Report”), I, Dana Eschenburg Perez, Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:

 

(1)           the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: April 8, 2025

 

s/ Dana E. Perez

Dana Eschenburg Perez

Interim Chief Financial Officer

(Principal Financial Executive and Accounting Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.