10-Q/A
CAPSTONE COMPANIES, INC. (CAPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment Number One
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2020
__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 Registrant as specified in its charter)
Florida
State of Incorporation or Organization
| 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441 |
|---|
| (Address of principal executive offices) |
| (954) 252-3440, extension 313 |
| --- |
| (Registrant's Telephone Number) |
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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [__] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted 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 [X] No [_]
Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [_] | Accelerated filer [_] |
|---|---|
| Non-accelerated filer [_] | Smaller reporting company [x] |
| 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. [_]
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol | Name of each Exchange on which registered |
|---|---|---|
| None | Not applicable | Not applicable |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [_] Yes [X] No
The number of outstanding shares of Registrant’s Common Stock, $0.0001 par value per share, as of June 19, 2020, was 46,296,364. The Registrant’s Common Stock is quoted on the OTCQB Venture Market of the OTC Markets Group, Inc. under the trading symbol “CAPC.”
EXPLANATORY NOTE
This Amendment Number One (“Amendment No. 1”) to the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020 (as filed with the Commission on 2 July 2020) (“Form 10-Q Report”) by Capstone Companies, Inc., a Florida corporation, (“Company”) is being filed solely to: (1) include this Explanatory Note; (2) restate in its entirety Item 4 Controls and Procedures (including Changes in Internal Control over Financial Reporting) as set forth below; (3) file the certifications of principal executive officer and principal financial officer under Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934 as Exhibit 31.3 and Exhibit 31.4 to this Amendment Number 1; (4) revise Part II, Item 6. Exhibits to reflect the filing of the certifications referenced in (3) of this paragraph; and (5) include Exhibits 31.3. and 31.4 to, and a signature page for, this Amendment Number 1. Because no financial statements are included with this Amendment Number 1, paragraph 3 of the certifications in Exhibits 31.3 and 31.4 has been omitted. Similarly, because no financial statements have been included in this Amendment Number 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
As restated Item 4 Controls and Procedures reads in its entirety as follows:
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ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Company's management, under the direction of Stewart Wallach, the Company’s Chief Executive Officer and James McClinton, the Company’s Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in Company’s reports filed with the Commission is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and is accumulated and communicated to management, including Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer determined that the Company's disclosure controls and procedures were deemed to be effective as of March 31, 2020.
Changes in Internal Control Over Financial Reporting (as defined in Rule 13a-15(f) of the Exchange Act).
There were no changes in Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2020, that materially affected, or are reasonably likely to materially affect, Company’s internal control over financial reporting.
Except as stated above in the Explanatory Note and under the restated Item 4 Controls and Procedures, this Amendment No. 1 speaks as of the original filing date of the Form 10-Q Report, does not reflect events that may have occurred subsequent to the filing date of the Form 10-Q Report and does not modify or update other disclosures made in the Form 10-Q Report.
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Part II
Item 6. Exhibits
(a) Exhibits
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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 thereunto duly authorized.
Capstone Companies, Inc.
Dated: November 9, 2020
By: /s/ Stewart Wallach
Stewart Wallach, Chief Executive Officer
(principal executive officer)
By: /s/ James McClinton
James McClinton, Chief Financial Officer
(principal financial officer)
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Exhibit 31.3
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stewart Wallach, do hereby certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A Amendment Number 1 of Capstone Companies, Inc.; | ||
|---|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact<br> 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. | [Omitted]; | ||
| --- | --- | ||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and<br> procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: | ||
| --- | --- | ||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our<br> supervision, to ensure that material information relating to the registrant, 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<br> 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 registrant’s disclosure controls and procedures and presented in this report our conclusions<br> 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 registrant’s internal control over financial reporting that occurred during the<br> registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting; and | ||
| --- | --- | ||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’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<br> which are reasonably likely to adversely affect the registrant’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 registrant’s<br> internal control over financial reporting. | ||
| --- | --- | ||
| Date: November 9, 2020 | By: | /s/ Stewart Wallach | |
| --- | --- | --- | --- |
| Stewart Wallach, | |||
| Chief Executive Officer<br><br> <br>Principal Executive Officer |
Exhibit 31.4
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James McClinton, do hereby certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A Amendment Number 1 of Capstone Companies, Inc. | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact<br> 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. | [Omitted as not applicable]; | |
| --- | --- | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and<br> procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: | |
| --- | --- | |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our<br> supervision, to ensure that material information relating to the registrant, 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<br> 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 registrant’s disclosure controls and procedures and presented in this report our conclusions<br> 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 registrant’s internal control over financial reporting that occurred during the<br> registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting; and | |
| --- | --- | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’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<br> which are reasonably likely to adversely affect the registrant’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 registrant’s<br> internal control over financial reporting. | |
| --- | --- | |
| Date: November 9, 2020 | By: | /s/ James McClinton |
| --- | --- | --- |
| James McClinton, | ||
| Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer) |