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Go get in line! Only $279! Act Before Midnight, so you don't forget!

Available for Holiday Season... doesn't specify which holiday, though.

OS + 816,167

As mentioned, the Transfer Agent has a different idea as to the OS for CAPC.

Well lets hope the dint do anything stupids? some EPs will comes in avoiding diction share holders interests outlining neutralization?

Wait for the Transfer Agent update.

CAPC bought back those shares in years past, but never canceled them. Transfer Agent still sees them as Outstanding.

Odd thing is the Transfer Agent hasn't updated OTCmarkets for September yet.

Other odd thing is company has been silent about their New Smart Cutting board, which was going to be on sale in Retail by August. Report of 8/14 says they haven't built any yet, as of 6/30/2023. Gonna be hard to sell what they haven't manufactured yet.

Other Other odd thing is company hasn't said a word about their brick and mortar sales test for the Smart Mirrors. Anyone catch sight of one in their favorite big box store?

What exactly has the company been selling since the dour 6/30/2023 filing? My guess is very little. Waiting on cash infusion.

OS - 816.167

🚨 CAPC

💰 0,0195
📈Outstanding Shares Updated:
🔴Old: 49.643.031 (2022-04-04)
🟢New: 48.826.864 (2023-09-12)
Difference: -1.6441% (-816.167)

AS: 56.666.667

What a joke

If you want one of those mirrors, better act fast.

They're gone from Amazon. Capstoneconnected.com won't allow you to add one to the cart.

Beachcamera.com still seems to allow you to buy one. Your mileage may vary.

Also, that Connected Chef cutting board/tablet was supposed to be for sale by August - Don't see where you can buy one.

Monday's 2Q2023 filing should be interesting.

Amendment to Increase A/S now on Sunbiz.

300,000,000 shares of which 295,000,000 are common and 5,000,000 are preferred. Now we wait to see how they dole those out to cover debt and raise new working capital.

Sunbiz amendment to Increase A/S filed on 6/22/2023



Sunbiz has updated their database for amendments through 6/21/2023 as of today, so it should appear tomorrow, my guess. No real new information, but now Capstone can follow through on re-capitalization. We'll get a better idea on dilution when they finally re-capitalize.

https://www.davincivirtual.com/loc/us/florida/deerfield-beach-virtual-offices/facility-1390

Virtual Office? That's good, right? From 4690 sq. ft. to a Mail box drop?

Given that there are only 3 employees and a couple of hourly contractors left in the company, this is a prudent corporate move.

Remember to thank a penny stock promoter for this one.

https://fcc.report/FCC-ID/2BAQRCAP-1815/

Not sure why they needed a new FCC grantee code; the mirrors were granted under 2A3GY. This is 2BAQR. Manufacturer is SHENZHEN JOYAR SMART MANUFACTURING TECHNOLOGY LIMITED, located in Shenzhen, China.

https://capstoneconnected.com/wp-content/uploads/2022/12/CONNECTED-CHEF-INFO-23.pdf

FORM 8-K CURRENT REPORT

https://www.sec.gov/ix?doc=/Archives/edgar/data/814926/000190359623000478/capc_8k.htm

Date of Report: June 19, 2023 (Earliest Event Date requiring this Report: June 14, 2023)

Item 4.01 Change in Registrant’s Certifying Accountant. On June 14, 2023, the Audit Committee of the Board of Directors of Capstone Companies, Inc (the “Company”) appointed Assurance Dimensions, Inc. (“Assurance Dimensions”) as Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, subject to normal and customary client engagement procedures. On the same day, the Audit Committee dismissed D. Brooks and Associates, CPAs, P.A. (“D. Brooks”) as Company’s independent registered public accounting firm. The Company’s Board of Directors ratified the appointment of Assurance Dimensions as Company’s independent registered public accounting firm on June 15, 2023.

The reports of D. Brooks on Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended in December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 through June 14, 2023, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related regulations between D. Brooks and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to D. Brooks’ satisfaction, would have caused D. Brooks to make reference to the subject matter of such disagreements in connection with its reports on our consolidated financial statements for such years; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided D. Brooks with a copy of the disclosures that the Company is making in response to Item 4.01 on this Current Report on Form 8-K, and requested that D. Brooks furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of D. Brooks’ letter dated June 15, 2023 regarding the above disclosures is filed as Exhibit 16 to this Current Report on Form 8-K.

During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 through June 14, 2023, neither Company nor anyone on our behalf consulted with Assurance Dimensions regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to Company’s consolidated financial statements, in any case where a written report or oral advice was provided to the Company by Assurance Dimensions that Assurance Dimensions concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.
Letter from D. Brooks & Associates, CPAs, P.A., dated June 15, 2023
EX-16 2 ex16.htm Exhibit 16
June 15, 2023
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Capstone Companies, Inc.
Commission File No. 0-28331

Dear Sir/Madam:
We have read the statements included under item 4.01 in the Form 8-K dated June 15, 2023, of Capstone Companies, Inc. to be filed with the Securities and Exchange Commission and we concur with such statements made regarding our firm. We have no basis to agree or disagree with other statements contained therein.

Text
Description automatically generated
D. Brooks and Associates CPA’s, P.A
Palm Beach Gardens, FL

$CAPC Introducing the Connected Chef™ Kitchen Tablet: Enhancing Cooking Experience While Ensuring Safety and Convenience

$CAPC Introducing the Connected Chef™ Kitchen Tablet: Enhancing Cooking Experience While Ensuring Safety and Conveniencehttps://t.co/cA0o7TSRIa

— TB (@tb97132232) June 9, 2023

https://www.connected-chef.com/

Capstone Launches New Website for the Connected Chef ™

https://www.otcmarkets.com/stock/CAPC/news/Capstone-Launches-New-Website-for-the-Connected-Chef-?id=403646

The Smart Mirror looked cool in January 2019, when it debuted at CES 2019

Three years later, when it finally shipped for sales, no one bought. They got around 100 mirrors into the hands of the public, with roughly half of those given away on the Kelly Clarkson show over 6 months ago. Since then, they've stopped promoting it. They made maybe 5-10 sales in the first quarter? Probably less than that in the quarter ending 6/30.

Smart mirrors have killed the company. Now they're doubling down with smart cutting boards. Only now, they have no money.

But, they have stacks of new shares that can be printed. Wait for the debt for shares deal.

Very tentative buying, and probably a good idea.

I think the thing looks cool. Hope Capstone does well with this device.

connected-chef.com

But, they'll need a different domain name, after their USPTO trademark request was denied.

Capstone Update Coming Soon pic.twitter.com/XzfLFMD3LL

— Capstone Companies, Inc. (@CAPC_Capstone) June 8, 2022

HOHO News , Latest Innovation: Connected Chef

https://www.otcmarkets.com/stock/CAPC/news/story?e&id=2544765

Management Effectiveness updated for latest quarter

DEF 14C 1 capc_def14c.htm

https://www.sec.gov/Archives/edgar/data/814926/000190359623000465/capc_def14c.htm

FORM 10-Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(d) For the quarterly period ended March 31, 2023

https://www.sec.gov/ix?doc=/Archives/edgar/data/814926/000190359623000415/capc_10q.htm

FORM 8-K - CURRENT REPORT
https://www.sec.gov/ix?doc=/Archives/edgar/data/814926/000190359623000432/capc_8k.htm
Date of Report: May 16, 2023

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 9, 2023, and pursuant to a written consent solicitation to four (4) holders of record of Common Stock, $0.0001, ("Common Stock") of Capstone Companies, Inc., a Florida corporation, ("Company"), the Company received sufficient written consents from those shareholders to approve the following corporate actions, which corporate actions are not effective until: the filing of a Definitive 14C information statement with the Commission and the lapse of twenty days thereafter, and, with respect to the amendment of the Company’s Amended and Restated Articles of Incorporation (“Articles”), the filing of an amendment to the Articles with the Secretary of State of the State of Florida:

1. Election of Directors. The following incumbent directors were re-elected by following written consent of shareholders for a term ending with the election and assumption of office by successors in 2024:
Name of Director Votes FOR Withheld Votes
Stewart Wallach 26,663,665 -0-
George Wolf 26,663,665 -0-
Jeffrey Postal 26,663,665 -0-
Jeffrey Guzy 26,663,665 -0-
Votes FOR represented approximately 55% of issued and outstanding shares eligible to vote or consent as of the record date.

2. Ratification of Public Auditors for Fiscal Year 2023
D. Brooks & Associates, CPAs, PC, current public auditor of the Company, was ratified by following written consent of shares of Common Stock to serve as public auditor of the Company for fiscal year 2023.
VOTES FOR VOTES AGAINTS VOTES ABSTAIN
26,663,665 -0- -0-
Votes FOR represented approximately 55% of issued and outstanding shares eligible to vote or consent as of the record date.

3. Amendment of Amended and Restated Articles of Incorporation. Amendment of Article 1 of the Articles were approved by following written consent of shares of Common Stock:
VOTES FOR VOTES AGAINTS VOTES ABSTAIN
26,663,665 -0- -0-
Votes FOR represented approximately 55% of issued and outstanding shares eligible to vote or consent as of the record date.
No other matters were presented for written consent of the shareholders.
_____________________________________________________________

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported in Item 5.02 above, the Company received sufficient written consents from holders of shares of Common Stock to approve an amendment to Article 1 of the Articles. The amendment to the Articles restates Article 1 to read as stated below and in order to increase the authorized shares of Common Stock to 300 million from 60 million. The amendment will not be effective until the Company files a Definitive 14C Information Statement with the Commission, twenty days has lapsed from that filing and an amendment to the Articles is filed with the Secretary of State of the State of Florida.

Text of Amendment: Article 1: Authorized Shares. The maximum number of shares which the Corporation is authorized to issue is 300,000,000 shares, of which 295,000,0000 shares shall be Common Stock, par value $0.0001 per share (the "Common Stock"), and 5,000,000 shares of Preferred Stock (the "Preferred Stock").

Reasons for the Proposed Authorized Capital Increase. Purpose of the amendment of Article 1 of the Articles (the “Authorized Capital Increase”) is to provide sufficient shares of Common Stock for equity financing or reserve of shares of Company Common Stock to cover: (1) any merger or other business combination transaction involving the Company and an exchange of shares of Company Common Stock; (2) any funding requiring issuance of or escrow of shares of Company Common Stock in a conversion of a convertible debt instrument, as part of consideration or payment of funding, or other related reasons; or (3) a registered public or private offering of shares of Common Stock to fund a significant corporate action or provide working capital. Company does not have a legally binding agreement to consummate any of the aforementioned corporate actions or transactions, but the Company believes that having the available authorized shares permits the Company to act in the event of any significant corporate action or transaction, especially fundings, without the delay of increasing the authorized number of shares of capital stock.

Company’s traditional business line of LED lighting products has matured and no longer produces revenue to sustain Company operations. Efforts to establish the Company’s Connected Surfaces Smart Mirror as a primary product line that generates sufficient revenues to support operations have not succeeded as of the date of this Information Statement. The Company is exploring third party funding to sustain operations as well as exploring possible new product lines or new primary business lines for the Company. There is no assurance that the Company will be able to consummate any corporate transaction to fund new products, a new business line or new product lines, which failure to consummate may result in the Company being unable to sustain operations. Company relies on funding from directors and affiliates to cover basic overhead.

Future Dilution; Anti-Takeover Effects. SEC requires disclosure and discussion of the effects of any action, including the proposals discussed herein, that may be used as an anti-takeover mechanism. Since the amendment to our Articles will provide that the number of authorized shares of Common Stock will be Three Hundred Million (300,000,000), once effected, the increase in the number of shares authorized for issuance will result in an increase in the number of authorized but unissued shares of our Common Stock which could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of the Company in respect of the Authorized Capital Increase. Company has not proposed the Authorized Capital Increase with the intention of using the additional authorized shares for anti-takeover purposes. An increase in the number of authorized shares of Common Stock could have other effects on shareholders, depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. An increase in our authorized shares could potentially deter takeovers, including takeovers that the Board has determined are not in the best interest of shareholders, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover more difficult or too expensive to pursue. For example, we could issue additional shares so as to dilute the stock ownership or voting rights of persons seeking to obtain voting control of the Company without our agreement. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The increase in the number of shares authorized for issuance may therefore have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the increase in the number of shares authorized for issuance may limit the opportunity for our shareholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal that is favorable to public shareholders.

There may be certain other disadvantages suffered by shareholders as a result of the Authorized Capital Increase. These disadvantages include an increase in possible dilution to present shareholders' percentage ownership of the Common Stock because of the additional authorized shares of Common Stock which would be available for future issuance by us. Current shareholders, in the aggregate, own approximately 81.37% of current authorized and issued shares of Common Stock under our present capital structure but would own only 16.27% of the authorized and issued shares of Common Stock under our capital structure after the Authorized Capital Increase. The decision to issue shares of Common Stock that could dilute the position of current shareholders can be made by our Board alone, and no further shareholder vote or consultation would be required for such an issuance.

Under the current capitalization of the Company, two shareholders, who are a director and a director-senior officer of the Company, and one public shareholder have sufficient shares of Common Stock to approve or block any proposed corporate action requiring shareholder approval. There is no known agreement among these shareholders to act as a group in voting their shares.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAPSTONE COMPANIES, INC., A FLORIDA CORPORATION
By: /s/ Stewart Wallach
Stewart Wallach, Chief Executive Officer
Dated: May 16, 2023

It's going to be tougher to sell shares than mirrors.

oh and btw, CAPC TO DA MOON!

Increase the authorized shares of capital stock from 60 million to 300 million

Amendment of Article 1 of the Amended and Restated Articles of Incorporation of the Company (“Articles”) to increase the authorized shares of capital stock from 60 million to 300 million, specifically, to increase the authorized shares of Common Stock to 295 million and the authorized shares of serial Preferred Stock to 5 million. The increase in authorized shares of capital stock was deemed necessary by the Company to allow sufficient shares of Common Stock for any future corporate funding or significant corporate transactions requiring issuance of shares of Common Stock. The Company has 48,826,864 of Common Stock issued as of May 8, 2023. With respect to the 60 million shares of authorized capital stock authorized under the existing Articles, there are 56,666,667 shares Common Stock authorized and 3,333,333 shares of Preferred Stock.

May 4th, .044

Fourth OTCQB disclosure up. Temp CFO added to list of officers/directors. Only change I see.

https://www.otcmarkets.com/otcapi/company/financial-report/366812/content

Public Float math still wrong.

Third OTCQB disclosure, still wrong

https://www.otcmarkets.com/otcapi/company/financial-report/365944/content



Math does not check out for 'Public Float'. Fourth time's the Charm? Or, is this close enough for CAPC and OTCQB?

Still listing all their debt as Convertible.

Well, they updated the OTCQB disclosure; it's still riddled with errors.

https://www.otcmarkets.com/otcapi/company/financial-report/364966/content

Can't find good CFO help these days, I guess.

That OTCQB disclosure will need to be amended and refiled; several obvious errors

The new CFO has also listed all the debt as convertible, with out disclosing details. This is most likely an error, but if it's not, the way forward includes converting the debt into shares. This would severely dilute current shareholders - the most obvious debt to share swap would be for Preferred B-1 shares.

https://www.otcmarkets.com/otcapi/company/financial-report/364865/content

CAPC had $61K cash at end of 2022, down considerably from end of 2021.

Management Effectiveness

In Nov. 2017, Stewart talked about a new product (he was holding the prototype as he talked), the Connected Surfaces product, which became the Capstone Connected mirrors. At the time, he was announcing record sales and profits from the LED lighting business. CAPC was rich with assets. CAPC was a growth stock. It was decided to move away from the LED lighting business, and focus on the new Smart Mirror products. Here's how that went over the next 5 years:



A closer look at the time period of 3Q2021-4Q2022, by quarter, roughly the time the Smart Mirror products have been available:

Well it's 3 PM---Stewie has finished supper, filed fins and is
ready for his nap. See ya again in 3 months.

oh and btw, CAPC TO DA MOON!

.0467 today.

Capstone Companies sunbiz.org annual report just posted

Still using 431 Fairway Dr. Suite 200 as the address.

I have no idea why the 1/4/2023 filing was delayed until today.

Surprise! sunbiz.org was updated on 1/4/23 for Capstone Industries.

McClinton was deleted as an officer, and Stewart still claims to be using 431 Fairway Dr. Suite 200 as an address.

Not sure why the office has been advertised for lease since 11/14/2022. Maybe someone could do a drive-by and see who exactly is in that office.

Still no update for Capstone Companies, Inc. That's the one with the 49M CAPC shares outstanding.

Before he breaks out the abacus,

he should break out his checkbook, spend $150, and file the annual report for Capstone Companies at sunbiz.org

https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResults/OfficerRegisteredAgentName/wallach%20stewart/Page1

He did it already for Group Nexus LLC, his private company, back on Jan. 30th.

He also needs to do it for Capstone Lighting Technologies LLC and Capstone Industries Inc., unless he wants those subsidiaries to fade away.

Failure to file by May 1st incurs a $400 late fee, and failing to file by the 3rd Friday in September sends the corporation into Administrative Dissolution.

Okay Stewie, time to break out the abacus and get fins done. After that you need to come up with a new idea on how to save the company. Perhaps a Mirror Fun House! Will patiently await the next great product.

oh and btw, CAPC TO DA MOON!!

I wanted custom sized mirrors. Would have been cool to have the CAPC mirror I guess.

There are a bit less than 2,000 Home Depot stores in the US



CAPC raised a bit over $3 million to build mirrors and keep the lights on at HQ ($1.5 million in April 2021, $1 million in October 2021, and $600,000 in May 2022).

They ultimately put about 1500 mirrors into their US warehouse.

Can you see how the Brick&Mortar approach would not work for the mirrors? They didn't even have enough stock for one display unit per store, just for Home Depot. Now add in Costco stores.

Can I ask why you did not buy Capstone's mirrors for your bath and wardrobe?

I bought a mirror for the bath and wardrobe. Neither of the mirrors were a Capstone product. Both of my mirrors were close to that original price of a Capstones mirror. Selling these mirror needed to be sold visual (brick & mortar). I think the price is not high. Even at the original sale price.