Capstone Companies Inc (CAPC)

[msturgeo]

Something very interesting in 8-K

filed this morning were two 8-k filings - one to describe a press release and the other (hidden unless you seek it out) -- a conversion of 1000 Class C shares to 67,979,425 shares representing an 8.1 % ownership stake by 'INVOLVE LLC' - and I am not sure who they are. Maybe someone on the board can add here.

From the 10-Q that was recently filed:

The following table sets forth beneficial ownership of Series C Convertible Preferred Stock of members of Company management as of March 3, 2015.

Name
Number of Shares of Preferred
% of Shares
Number of Outstanding Shares of Common Stock issuable Upon Conversion of Series C Stock
% of Shares of Common Stock Owned upon Conversion of Series C Stock
Involve, LLC
1,000
100%
67,979,425
8.4%
c/o Harris & Cramer, LLP

and from today's 8-k

15-May-2015

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.
Capstone Companies, Inc., a Florida corporation, ("Company"), was advised on May 12, 2015, by Company stock transfer agent that the holder of 1,000 shares of Company Series C Convertible Preferred Stock, $.0.10 par value per share, ("Series C Stock"), which represents 100% of the issued and outstanding shares of the Series C Stock, had converted the Series C shares into 67,979,425 shares of Company Common Stock. The effective date of the conversion was May 5, 2015. The shares were issued without restrictive legends pursuant to Rule 144 under the Securities Act of 1933, as amended, ("Securities Act"). The holder of the Series C Stock is an "accredited investor" under Rule 501(a) of Regulation D under the Securities Act. The conversion is exempt from registration under
Section 3(a)(9) of the Securities Act of 1933, as amended.