CAPC 10-Q
Capstone Companies, Inc. (CAPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from _____________ to _____________
Commission
File Number:
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) |
| (Issuers 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. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
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 ☐ | |
| 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
As of August 11, 2026, the Company had 49,643,031 shares of Common Stock issued and outstanding. The Common Stock is quoted on the OTCQB Venture Market of the OTC Markets Group, Inc. under the trading symbol “CAPC”.
Use of Certain Defined Terms. Except as otherwise indicated by the context, the following terms have the stated meanings in this Quarterly Report on Form 10-Q.
As used in this Form 10-Q Quarterly Report for the fiscal period ending June 30, 2026 (“Form 10-Q Report” or “Form 10-Q”), the following terms have the stated meaning or meanings:
| (1) | “Capstone International Hong Kong Ltd” or “CIHK” was a wholly owned subsidiary of Capstone Companies, Inc. and a Hong Kong registered Company, that is currently in a dormant status. |
| (2) | “Capstone Industries, Inc.”, a Florida corporation and a wholly owned subsidiary of CAPC, may also be referred to as “CAPI” or “Capstone” |
| (3) | “Capstone Companies, Inc.”, a Florida corporation, may also be referred to as “we”, “us,” “our”, “Company”, or “CAPC”. Unless the context indicates otherwise, “Company” includes in its meaning all of Capstone Companies, Inc. Subsidiaries. |
| (4) | “China” means People’s Republic of China. |
| (5) | References to “33 Act” or “Securities Act” means the Securities Act of 1933, as amended. |
| (6) | References to “34 Act” or “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
| (7) | “SEC” or “Commission” means the U.S. Securities and Exchange Commission. |
| (8) | “Subsidiaries” means Capstone Industries, Inc. (“CAPI”) and Capstone International H.K Ltd., (“CIHK”). |
| (9) | Any reference to fiscal year in this Quarterly Report on Form 10-Q means our fiscal year, ending December 31, 2025. |
| (10) | “LED” or “LEDs” means a light-emitting diode component(s) which can be assembled into light bulbs or can be used in lighting fixtures. |
| (11) | “OEM” means “original equipment manufacturer. |
| (12) | “Connected Surfaces” or “Connected Products” means smart home devices with embedded sensors that provide communication and data transfer between the Connected Surface device and internet-enabled systems of the Company or associated third parties. Connected Surfaces may permit internet access for defined functions. |
We may use “FY” to mean “fiscal year” and “Q” to mean fiscal quarter ended June 30, 2026. “Form 10-Q” or “Form 10-Q Report” means this Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2026.
| 2 |
CAPSTONE COMPANIES, INC.
Quarterly Report on Form 10-Q
Three and Six Months Ended June 30, 2026
TABLE OF CONTENTS
| PART 1 | FINANCIAL INFORMATION | |
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 29 |
| Item 4. | Controls and Procedures | 29 |
| PART II | Other Information | 30 |
| Item 1. | Legal Proceedings | 30 |
| Item 1A. | Risk Factors | 30 |
| Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 31 |
| Item 3. | Defaults of Senior Securities | 31 |
| Item 4. | Mine Safety Disclosures | 32 |
| Item 5. | Other Information | 32 |
| Item 6. | Exhibits | 32 |
| 3 |
CAPSTONE COMPANIES, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit: | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Notes payable related party and accrued interest-current | ||||||||
| Note payable unrelated party and accrued interest-current | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies: (Note 4) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred Stock, Series B-1, par value $ per share, authorized shares, issued and outstanding- shares at June 30, 2026 and December 31, 2025 (Liquidation Preference $ | ||||||||
| Preferred Stock, Series C, par value $ per share, authorized shares, issued and outstanding -- shares | ||||||||
| Common Stock, par value $ per share, authorized shares, issued and outstanding shares at June 30, 2026 and December 31, 2025. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Less: Treasury stock, at cost ( shares at June 30, 2026 and December 31, 2025) | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 4 |
CAPSTONE COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Product development | ||||||||||||||||
| Other general and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Expenses: | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Expenses, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Tax Expense | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss per Common Share | ||||||||||||||||
| Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted Average Shares Outstanding | ||||||||||||||||
| Basic and Diluted | ||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 5 |
CAPSTONE COMPANIES, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND JUNE 30, 2025
(Unaudited)
| Preferred | Preferred | |||||||||||||||||||||||||||||||||||||||||||
Stock Series B | Stock Series C | Common Stock | Additional | Treasury Stock | Total | |||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | Paid-In Capital | Shares | Amount | Accumulated Deficit | Equity (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||
| Net Loss | — | — | — | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 6 |
CAPSTONE COMPANIES, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Accrued interest added to notes payable related and unrelated parties | ||||||||
| Decrease in prepaid expenses | ||||||||
| Increase in accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from notes payable related party | ||||||||
| Proceeds from note payable unrelated party | ||||||||
| Net cash provided by financing activities | ||||||||
| Net Increase in Cash | ||||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest cash paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 7 |
CAPSTONE COMPANIES, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Capstone Companies, Inc. (“CAPC”, “Company”, “we”, “our” or “us”), a Florida corporation and its wholly owned subsidiaries is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the consolidated financial statements.
Organization and Basis of Presentation
The condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2026, and results of operations, changes in stockholders’ deficit and cash flows for the three and six months ended June 30, 2026 and 2025. All material intercompany accounts and transactions are eliminated in consolidation. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the SEC relating to interim financial statements and in conformity with U.S. GAAP. Certain information and note disclosures have been condensed or omitted in the condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. The condensed unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (collectively the “2025 Annual Report”) filed with the SEC on April 1, 2026.
The operating results for any interim period are not necessarily indicative of the operating results to be expected for any other interim period or the full fiscal year.
Liquidity and Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
As
of June 30, 2026, the Company had negative working capital of $
These liquidity conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has funded its corporate overhead and its business development activities through debt financing; however, such funding has not been sufficient to fund the acquisition of, or launch of, a new business operation.
The Company is actively seeking alternative sources of liquidity, including but not limited to accessing the capital markets, strategic partnerships, or other alternative financing measures. There can be no assurance that such equity or debt financing will be available on acceptable terms, or at all. Additionally, instability in, or tightening of the capital markets, could adversely affect our ability to access the capital markets on terms acceptable to us. An economic recession or a slow recovery could adversely affect our business and liquidity. The lack of operating income from products and the financial condition of the Company are also hindering efforts to locate working capital funding.
The Company has sought to establish or acquire a new business line in order to generate a sustained revenue flow. Despite a sustained effort by management, these efforts have not succeeded as of the date of the filing of this Form 10-Q. As discussed below, the Company was seeking a transaction with eBliss Global, Inc., a private maker of electronic motor bicycles or “e-bikes”, and the two companies were conducting due diligence and discussions to explore the feasibility of a corporate transaction, including a possible merger or similar transaction, since the signing of a May 14, 2026 Letter of Intent, which Letter of Intent was initially effective May 14, 2026 and was amended by Amendment Number One to the Letter of Intent, effective July 8, 2026 (as amended, the “Letter of Intent”). However, on August 1, 2026, the Company received an emailed, signed letter from the chief executive officer of eBliss Global, Inc. (“eBliss”) terminating the Letter of Intent between the Company and eBliss. The Company intends to continue its search for a new business line to create a sustained or sustainable revenue flow, but those efforts may not succeed and the Company’s financial condition may reach a point where sustaining those efforts or continuing operations becomes impossible. Subject to no unexpected increase in operation costs or expenditures, the Company believes that it has sufficient cash to sustain corporate operations and efforts to establish a new business line through fiscal year 2026.
Unless the Company succeeds in raising additional capital through debt or equity financing or successfully increases cash generated from operations or established a new business line with revenue flow, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 8 |
Nature of Business
The Company has its principal executive offices in Deerfield Beach, Florida.
On March 3, 2026, the Company issued an
unsecured promissory note to eBliss Global, Inc. (“eBliss”), a private early-stage Delaware corporation engaged in the development
and production of e-mobility solutions, in the principal amount of $
On May 14, 2026, the Company and eBliss entered into a non-binding Letter of Intent (the “Letter of Intent” or “LOI”) to negotiate a possible acquisition by the Company of 100% of the issued and outstanding shares of eBliss in a transaction intended to qualify as a tax-free reorganization under Section 351 of the Internal Revenue Code. The LOI contained a mutual “no shop” provision and did not obligate either party to enter into any definitive agreement or to consummate any transaction. On July 8, 2026, the parties entered into Amendment Number One to the LOI, which extended the exclusivity period, the “no shop” provision, and the expiration date of the LOI to August 31, 2026. The LOI was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2026.
On August 1, 2026, eBliss provided the Company notice of termination of the Letter of Intent. Under Section 6(b) of the Letter of Intent, termination is effective upon thirty-five days’ prior written notice; accordingly, the Letter of Intent, including its “no shop” provision, will terminate on or about September 4, 2026. The Company and eBliss did not reach or enter into any definitive agreement with respect to any transaction contemplated by the Letter of Intent. The termination of the Letter of Intent does not affect the Mutual Non-Disclosure Agreement, dated November 17, 2025, between the Company and eBliss, or the eBliss Note, each of which remains in effect. See Note 7 – Subsequent Events.
The Company’s effort to establish or acquire a new business line has been hampered by limited working capital and a lack of tangible assets to enable asset based loan. The Company has sought working capital for establishing a new business line from time to time, but those efforts have resulted in loans that are sufficient to sustain corporate operations but not sufficient to purchase or start a new business line to create a steady revenue flow. The Company is uncertain about its prospects for establishing a new business line as of the date of the filing of this Form 10-Q.
| 9 |
Health, Fitness and Social Industries. During 2024, the Company commenced its business development efforts for a business line or possible software development project focused on year-round health, fitness and social activities (this business line being referred to as “HFS” or “HFS business”).
The Company’s HFS business development efforts were suspended in March 2026 in connection with the “no shop” restrictions described above. Upon expiration or earlier termination of the “no shop” provision, the Company will no longer be restricted from soliciting or pursuing third-party transactions with respect to the HFS business and may resume its HFS business development efforts. There can be no assurance that any resumed business development efforts will be successful.
The Company’s operations through June 30, 2026 consisted of only one reportable segment for financial reporting purposes, Corporate Business Development.
Concentrations of Credit Risk
Cash
is deposited with major banks in the United States. From time to time, such deposits may be in excess of insured limit. Generally, the
FDIC limit per bank is $
Fair Value of Financial Instruments
The carrying amounts of cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value due to their short-term nature.
The carrying amounts of the Company’s debt approximates fair value as the stated interest rates are consistent with current market rates for similar instruments.
Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the six months ended June 30, 2026 and 2025. Diluted loss per common share includes the effect of potentially dilutive securities only when their effect is dilutive. For the six months ended June 30, 2026 and 2025, the Company reported a net loss; therefore, all potentially dilutive common stock equivalents were excluded from diluted loss per common share because their effect would have been anti-dilutive. Accordingly, basic and diluted loss per common share were the same for each period presented.
For the three and six months ended June 30, 2026, potentially dilutive securities excluded from diluted loss per common share consisted of shares issuable upon exercise of stock options and shares issuable upon conversion of shares of Series B-1 Convertible Preferred Stock. For the three and six months ended June 30, 2025, potentially dilutive securities excluded from diluted loss per common share consisted of shares issuable upon exercise of stock options, shares issuable upon exercise of warrants, and shares issuable upon conversion of shares of Series B-1 Convertible Preferred Stock.
| 10 |
Comprehensive Loss
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220.10, “Reporting Comprehensive Income (Loss)”. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Company has no items of other comprehensive loss, comprehensive loss is equal to net loss.
Income Taxes
The Company is subject to income taxes in the U.S. federal jurisdiction and the state of Florida.
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB” Accounting Standards Codification (“ASC”) Topic 740 Income Taxes. ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company and its U.S. subsidiaries file consolidated income tax returns.
Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Due to the Company’s history of losses, the Company has recorded a valuation allowance against its net deferred tax assets. For the six months ended June 30, 2026 and 2025, the Company recorded no income tax benefit due to the full valuation allowance recorded against its net deferred tax assets.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2026, the Company had no unrecognized tax benefits, or any tax related interest or penalties, and it does not expect significant changes in the amount of unrecognized tax benefits to occur within the next twelve months. There were no changes in the Company’s unrecognized tax benefits during the six months ended June 30, 2026. The Company did not recognize any interest or penalties during 2026 related to unrecognized tax benefits.
Tax
regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant
judgement to apply. The Company is subject to U.S. federal, state and local tax examinations by tax authorities generally for a period
of
| 11 |
The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. ASC 718 requires the measurement and recognition of compensation expense for share-based payment awards, including stock options, based on the estimated grant-date fair value of the awards.
The Company estimates the fair value of stock option awards on the date of grant using an option-pricing model. Compensation expense is recognized on a straight-line basis over the requisite service period of the awards. The Company accounts for forfeitures as they occur.
Stock-based compensation expense recognized for the six months ended June 30, 2026 and 2025 was $.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversions and Other Options, clarifying requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. The Company adopted this standard on January 1, 2026. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.
| 12 |
NOTE 2 – NOTES PAYABLE TO RELATED AND UNRELATED PARTIES
Working Capital Loan with Directors and Unrelated Party
Unrelated Party
On March 3, 2026, the Company entered into and issued an unsecured Lump Sum Payment Promissory Note (“eBliss Note”), which eBliss Note provided a working capital loan in the principal amount of $ (“Loan”) from eBliss Global, Inc., a private, early stage Delaware corporation engaged in the developing and producing e-mobility solutions (including and initially making e-bikes as transportation vehicles at a Utica, New York factory), (“eBliss”). Funding occurred on March 4, 2026. The interest rate under the eBliss Note is seven percent (%) simple annual interest. Principal and accrued interest are due in a single lump sum payment due on (“Maturity Date”). The Company has a fifteen-day cure period if it fails to pay the Principal and accrued interest on the Maturity Date. The eBliss Note is unsecured and does not provide for a conversion of debt-to-equity securities. The Company recognized $ and $ in interest expense for the three and six months ended June 30, 2026, respectively.
Related Party
On
October 31, 2024, the Company executed a unsecured promissory note with related party, Coppermine Ventures, LLC
(“Coppermine”), to provide $
As
of June 30, 2026 and December 31, 2025, the Company had a total of $
| June 30, 2026 | December 31, 2025 | |||||||
| Notes payable and accrued interest, related party | $ | $ | ||||||
| Note payable and accrued interest, unrelated party | ||||||||
| Total notes payable principal and accrued interest | ||||||||
| Less accrued interest | ( | ) | ( | ) | ||||
| Total notes payable | $ | $ | ||||||
NOTE 3 – ACCOUNTS PAYABLE, RELATED PARTY
As
of June 30, 2026, accounts payable and accrued liabilities included $
NOTE 4 – COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company is not currently a party to any pending legal proceedings, and, to the Company’s knowledge, no legal proceedings have been threatened against the Company. From time to time, the Company may become subject to legal proceedings and claims arising in the ordinary course of business. As of June 30, 2026, the Company was not aware of any legal proceedings or claims that management believes would have a material adverse effect on the Company’s financial position, results of operations or cash flows.
NOTE 5 - STOCK TRANSACTIONS
Warrants
During
the six months ended June 30, 2026 and 2025, the Company did not issue any warrants. As of June 30, 2026 the Company did not have any
warrants outstanding. As of December 31, 2025, the Company had
Series B-1 Convertible Preferred Stock (“B-1 Stock”)
On
June 15, 2023, the Company amended the Articles of Incorporation to authorize shares of the B-1 Stock (“B-1 shares”).
The B-1 shares are convertible into common shares, at a rate of
On
December 18, 2024, the Company entered into a cancellation agreement with related party promissory note holders for cancellation of $
The Series B-1 Preferred Shares and any shares of common stock issued under the aforementioned agreements are “restricted” securities under Rule 144 of the Securities Act of 1933, as amended.
The
B-1 shares have a liquidation preference of $
| 13 |
Options
In 2005, the Company authorized the 2005 Equity Plan that made available shares of common stock for issuance through awards of options, restricted stock, stock bonuses, stock appreciation rights and restricted stock units. The following table summarizes stock option activity for the six months ended June 30, 2026:
| Shares | Weighted Average Exercise Price | Weighted Average Fair Value | Weighted Average Remaining Contractual Term (Years) | Intrinsic Value | ||||||||||||||||
| Outstanding, January 1, 2026 | ||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||
| Exercised | — | — | ||||||||||||||||||
| Forfeited/expired | — | — | ||||||||||||||||||
| Outstanding, June 30, 2026 | ||||||||||||||||||||
| Vested/exercisable at June 30, 2026 | ||||||||||||||||||||
NOTE 6 - SEGMENTS
The Company’s Chairman of the Board serves as the Chief Operating Decision Maker (“CODM”). The CODM reviews financial information, allocates resources, and assesses performance on a consolidated basis. During the six months ended June 30, 2026, the Company had no revenue-generating product line or operating. The Company’s activities consisted primarily of maintaining corporate operations and public company compliance, preserving potential legacy product and intellectual property opportunities, and evaluating strategic alternatives and business development opportunities, including possible transactions, acquisitions, joint ventures or new business lines. Accordingly, the Company has determined that it operates in one reportable segment, identified as Corporate and Business Development. This change from the prior descriptor “Consumer Home Goods” reflects the Company’s current activities and does not represent a change in the composition of the Company’s single reportable segment, the CODM, or the measure of segment profit or loss reviewed by the CODM.
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The CODM evaluates segment performance primarily based on segment net loss. The CODM uses segment net loss to evaluate operating performance and allocate resources. The Company’s operations are managed on a centralized basis.
The following table presents net revenue, significant segment expenses, and segment net loss for the Company’s single reportable segment for the period ended June 30, 2026 and 2025:
For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | |||||||
| Revenue, net | $ | $ | ||||||
| Less: | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Segment net loss | ( | ) | ( | ) | ||||
| Reconciliation of loss: | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||
For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | |||||||
| Revenue, net | $ | $ | ||||||
| Less: | ||||||||
| Product development | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Segment net loss | ( | ) | ( | ) | ||||
| Reconciliation of loss: | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||
There were no other segment items for the six months ended June 30, 2026 and 2025. Because the Company has one reportable segment, total segment assets are the same as total consolidated assets as presented in the consolidated balance sheets.
NOTE 7 – SUBSEQUENT EVENTS
On August 1, 2026, eBliss Global, Inc. (“eBliss”) provided the Company notice of termination of the Letter of Intent between the Company and eBliss, which termination will become effective on or about September 4, 2026. The Company and eBliss did not enter into a definitive agreement with respect to any transaction contemplated by the Letter of Intent. See Note 1 for additional information regarding the Letter of Intent and related developments.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2025 Annual Report.
Cautionary Statement Regarding Forward-Looking Statements
This Form 10-Q contains forward-looking statements that are contained principally in the sections describing our business as well as in “Risk Factors, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. All statements other than statements of historical facts contained, or incorporated by reference, in this Form 10-Q, including, without limitation, those regarding our business strategy, business development efforts, financial position, funding prospects, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations, our ability to weather the impacts of the any pandemic or similar event, financing opportunities, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures are forward-looking statements. The efforts of the Company to develop or acquire a new business line to generate sustained or sustainable revenues have failed as of the date of the filing of this Form 10-Q and may not succeed in the future. The effort to develop or acquire a new business line should not be construed as an indication of the prospects or likelihood of a new business line being developed or acquired. The Company may be unable to overcome its lack of working and expansion capital and revenue flow to fund the development or acquisition of a new business line. Further, any new business line may be unable to generate revenues sufficient to solve the Company’s current financial condition. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” in our 2025 Annual Report on Form 10-K. In some cases, you can identify forward-looking statements by terms such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “would”, “hope” and similar expressions (including the negative and variants of such words). Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to various risks and uncertainties. Given these uncertainties, a reader of this Form 10-Q should not rely upon forward-looking statements as predictions of future events or results or place undue reliance on forward-looking statements. The forward-looking statements contained in this Form 10-Q are made as of the date of filing this Form 10-Q. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Examples of these risks, uncertainties and other factors include, but are not limited, to the impact of:
● Company has no product line or operations generating sufficient revenues to sustain corporate operating overhead and has relied on loans or advances from related parties to sustain basic executive operations, which funding is not assured to fund those operations past the third fiscal quarter of 2026. If the Company cannot find outside funding to develop and promote a new product line or acquire a new business line in fiscal 2026, the Company may lack sufficient funds to sustain operations beyond 2026.
● Company needs to find third party funding to fund the development, marketing and acquisition of any new product line, operation or new business line that generate sufficient revenues to support sustained corporate operations. Since the Company lacks hard assets suitable for asset financing, has revenue generating operations that are not currently producing sufficient or any revenues to sustain operations into 2026, and has significant debts, and as the Common Stock has a low market price and limited liquidity, third party funding may not be available to produce and promote a new product line or a new business, or acquire an operation, or to sustain operations into 2027.
● Company may be unable to develop or acquire a new business line or operation that is able to fund the overhead necessary to maintain the Company as a public company into 2027. The Company’s efforts to develop or acquire a new business line have failed as of the date of the filing of this Form 10-Q and continued efforts to develop or acquire a new business line in 2026 may also be unsuccessful.
● The financial condition of the Company raises a substantial doubt about the Company’s ability to continue as a going concern.
● The debt obligations, if not resolved or restructured, may pose a hindrance to developing a profitable new product line or acquisition of a new business line, or sustaining operations into 2027. The Company is uncertain about whether it could restructure or resolve its debt obligations, whether in connection with business development or otherwise.
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● The Company may be unable to restructure or resolve all or most of its debt obligations in general or in any transaction for acquisition of a new business or business line, or to fund production and promotion of any new product or business line.
● Other risk factors are stated in Item 1A of Company’s 2025 Annual Report.
It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial as of the date of the filing of this Form 10-Q but subsequently become material risks, or which are unknown or not foreseeable as of the date of the filing of this Form 10-Q.
Risk Factors affecting Efforts to Develop or Acquire a New Business Line
The challenge facing the Company is to acquire and fund a new business line, or to establish a new profitable product line or a services business, before the cost of marketing and establishing a revenue generating business impose unsustainable financial burdens and losses on the Company. Internal development of any new business line or product or services will require advance funding, which has not been obtained as of the date of the filing of this Form 10-Q and may be unattainable by the Company.
The License Agreement for the Connected Chef was terminated by mutual agreement of the Company and Licensee during the first week of November 2025, as a result of the prospective Chinese OEM refusing to produce a product developed by an American company. Consequently, the Company and Licensee ended the License Agreement during the first week of November 2025. The Company is not considering further efforts to license the Connected Chef as of the date of the filing of this Form 10-Q, but the Company may reconsider efforts to license the Connected Chef if trade relations between the U.S. and China improve, or an OEM who does not require upfront money and located outside of China can be located by the Company.
Even if a new business or operation is acquired or developed, there can be no assurance that it will produce revenues sufficient to sustain corporate operations. No assurances can be given that any new management members or additional funding by Coppermine or eBliss, which additional funding is not anticipated by the Company, will in fact result in a new business line or operation for the Company or cover all future operating expenses of the Company through 2026 or into 2027, or support any new business line or product or services. The Coppermine Note, as most recently amended on January 5, 2026, matures December 31, 2026, and Coppermine has committed to lending a total of $558,191 in working capital funding through December 31, 2026. In addition, on March 4, 2026, the Company issued the eBliss Note, a $250,000 unsecured working capital loan from eBliss that includes a 90-day ‘no shop’ provision (with eBliss having exclusivity for the first 60 days). The 90-day ‘no shop’ period expired on or about June 3, 2026, but a ‘no shop’ period was imposed on both companies under the Letter of Intent, which ‘no shop’ period will expire on or about September 4, 2026, unless terminated sooner by the Company and eBliss. The Letter of Intent expires on August 31, 2026. Otherwise, the August 1, 2026 termination notice is effective on or about September 4, 2026.
If Coppermine does not provide additional funding beyond its current commitment, the eBliss Note proceeds prove insufficient, no superior third-party proposal or definitive transaction with eBliss is consummated, a new source of funding is not found, or the Company does not develop revenue generating operations producing sufficient working capital prior to the end of fiscal 2026, the Company will need to obtain a new source of working capital funding to sustain operations and any efforts to develop or acquire a new business or business line in 2027. The Company does not have an alternative source of working capital funding to funding by Coppermine and eBliss as of the date of the filing of this Form 10-Q and is uncertain about whether it can obtain any alternative funding or receive any additional funding from Coppermine. Due to eBliss terminating the Letter of Intent, the Company believes that any additional funding from eBliss or any restricting of the debt owed eBliss is highly unlikely. As of the date of the filing of this Form 10-Q, there is no indication of any additional funding from Coppermine or eBliss.
Even if the Company locates a new business or business line to develop or acquire, the Company may lack the funding necessary to consummate the development or acquisition of a new business line or operation, or to sustain that business line or operation. Further, the low market price and liquidity of the Company’s Common Stock, the Company’s status as a ‘penny stock company’ under SEC rules, the status of the Company as a company without operations producing sustain, sufficient or any revenues to fund overhead as of the date of the filing of this Form 10-Q, and the costs of and regulatory requirements for consummating an acquisition with another company or for developing a new business, and the limited working capital funding available to the Company are factors adversely affecting the Company’s ability to develop or acquire a new business or business line. The Company requires adequate, affordable and timely funding to acquire or develop and to operate a new business line with revenue-generating operations and such funding may not be available to the Company at all or in sufficient amounts or on affordable terms and conditions.
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As an ongoing strategic plan, and subject to the restrictions in the No Shop Period, the Company intends to develop or acquire a new business line or operation that is not involved in the production of consumer device or appliance products that are discretionary purchases for consumers and have relatively low profit margins, which was the Company’s prior consumer product business line. The shift in focus is due to the low profit margins typically provided by those lower-end consumer products; the funding needed for developing, producing, warehousing and marketing those consumer products; the Company’s lack of an effective e-commerce operation; reliance on bulk orders by a limited number of retailers for those consumer products; and vulnerability of those consumer products to suddenly changing consumer preferences and retailers’ buying preferences. The Company also lacks the funding and internal resources to respond to those changes in consumer preferences and product technology.
General Risk Factors for Investment in Company’s Common Stock.
The Company is a “penny stock” company under Commission rules and the public stock market price for our common stock is impacted by the lack of significant institutional investor and any primary market maker support. Investment in our common stock is highly risky and should only be considered by investors who can afford to lose their investment and do not require on demand liquidity. Potential investors should carefully consider risk factors in our SEC filings. The Company’s common stock lacks the primary market maker and institutional investor support to protect the public market from being unpredictable and volatile. Investors may not have liquidity or desired liquidity in our common stock as an investment. With the lack of any revenues and revenue generating operations, and lack of any funding covering anticipated future overhead, the inability of the Company to develop or acquire a new business line as of the date of the filing of this Form 10-Q, and the doubt as a going concern, any investment in the Company’s common stock is highly risky in terms of liquidity and risk of loss of investment.
The above risk factors are not exhaustive and new risks may emerge from time to time. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. There may be risk factors that we cannot anticipate or foresee. These forward-looking statements speak only as of the date made. These forward-looking statements should not be relied upon as representing Company’s assessments and assumptions as of any date subsequent to the date of this Form 10-Q. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions, or circumstances on which any such statement was based, except as required by law.
Overview of Our Business
Capstone Companies, Inc. (“Company” or “CAPC”) is a Florida corporation. The Company was a designer, promoter and licensor of consumer products that were designed to simplify daily living through technology. The most recent product was the Connected Chef kitchen tablet, but the Company was unable to successfully commercialize the Connected Chef kitchen tablet in fiscal year 2025. The Company pursued development of a new business line in health, fitness and social activities industry (as described in “Health, Fitness and Social Activities Business” below) in fiscal year 2025, which effort has not resulted in the acquisition or development of a health, fitness and social activities industry (“HFS industry”) in fiscal year 2025. The Company has and will consider opportunities in other industries fiscal year 2026, subject to the restrictions related to the No Shop Period and subject to the limitations on the Company’s ability to pursue and consummate any new opportunities (as described in this Form 10-Q).
2026 Business Development Efforts; eBliss Note. On March 3, 2026, the Company entered into a promissory note with eBliss Global, Inc. (“eBliss Note”), a private early-stage Delaware corporation engaged in the developing and production of e-mobility solutions (including and initially making e-bikes as transportation vehicles at a Utica, New York factory). The interest rate under the eBliss Note is seven percent simple annual interest. Principal and accrued interest are due in a single lump sum payment due on March 4, 2027. The eBliss Note is unsecured and does not provide for a conversion of debt-to-equity securities. The Loan is being made to supply working capital to the Company and as partial consideration for a 90-day ‘no shop’ provision in the eBliss Note. During the 90 days following the funding of the principal of the eBliss Note (“No Shop Period”), the Company could not entertain third party proposals for a merger, business combination, stock or asset acquisition, strategic alliance or joint venture for product development or similar transactions (collectively, “Transactions”) and had to cease any third party discussions for any Transactions for the No Shop Period, except that the Company could entertain third party proposals during the last 30 days of the No Shop Period if the Company and eBliss have not signed a definitive agreement or letter of intent for a Transaction during the first 60 days of the No Shop Period and the third party proposal is deemed ‘superior’ to any existing proposal for a Transaction from eBliss, if any. The purpose of the ‘no shop’ provision was to afford the Company and eBliss an opportunity to discuss the possibility and feasibility of a mutually beneficial Transaction by eBliss and the Company and conduct any desired due diligence. On May 14, 2026, the Company and eBliss entered into a non-binding Letter of Intent (the “LOI”) with the intent to explore the possibility of a merger, other business combination or similar corporate transaction between the two companies. The LOI contained a mutual ‘no shop’ provision that supersedes the ‘no shop’ provision in the eBliss Note. The ‘no shop’ provision in the eBliss Note was to expire on or about June 3, 2026. On July 8, 2026, the Company and eBliss entered into Amendment Number One to the LOI, extending the ‘no shop’ provision and the LOI’s expiration date from July 31, 2026 to August 31, 2026. eBliss notified the Company on August 1, 2026, that it was terminating the LOI, which terminates 35 days after the written notice. See Note 1 and Note 2 for further information.
The Company and eBliss held preliminary discussions on a possible Transaction, but these discussions did not result in any agreement on the terms and conditions of a Transaction as of August 1, 2026, the date of eBliss termination notice for the LOI. The Company and eBliss were unable to reach any agreement for any Transactions and, as such, the two companies will not seek to consummate or pursue any Transactions as of the date of the filing of this Form 10-Q.
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Product Development Efforts. The following discusses efforts by the Company to develop a new product line in over the last few years. The Company has been unable to successfully launch a new product line with the maturation of its former traditional business line in LED Lighting Products.
Connected Chef Product Line. During 2023, the Company developed the Connected Chef (“Connected Chef”), a purpose-built kitchen tablet with an accessory platform to accommodate food prep accessories such as a cutting board. The Connected Chef has Google mobile service allowing for pre-installation of specific Google applications including Playstore, voice assistant, and YouTube. The ability of the Company to promote the Connected Chef and any new, related “connected” consumer products has been dependent on securing adequate, affordable and timely funding from lenders and investors or on entering into a viable third-party licensing, production or distribution arrangement, none of which the Company has been able to obtain on acceptable terms since 2023. As of the date of the filing of this Form 10-Q, the Company is not actively pursuing a licensing arrangement for the Connected Chef and has never received license revenue. The Company may, however, reconsider efforts to license, produce or otherwise commercialize the Connected Chef if trade conditions improve, a suitable OEM not located in China can be identified, or another viable commercial arrangement becomes available.
HFS Business Development Efforts. The following section discusses Company’s efforts to develop a business line in the HFS industry in 2025, which efforts did not produce a new business line or operation in fiscal year 2025 or in the first fiscal quarter of 2026. These efforts were suspended in March 2026 for the 90-day ‘no shop’ period as described in “eBliss Note” above and further suspended under the subsequent ‘no shop’ restrictions in the LOI. Upon expiration or earlier termination of the ‘no shop’ provision in the LOI, the Company will no longer be restricted from soliciting or pursuing third-party transactions with respect to the HFS business and may resume its HFS business development efforts. There can be no assurance that the Company will resume such efforts, or that any resumed efforts will be successful.
The Company commenced in 2024 its business development of a new business line focused on year-round health, fitness and social activities at facilities that would be owned, leased or operated by the Company (this business line being referred to as “HFS” or “HFS business”). The initiative was informed by the growing nationwide popularity of sports such as pickle ball and flag football and by interactions with Coppermine Ventures, LLC (“Coppermine”), a private Maryland limited liability company that operates HFS facilities through its subsidiaries. Cooperative business activities between Coppermine and the Company have been discussed from time to time and may be revisited if circumstances warrant, but to date no legally binding agreement or cooperative venture has resulted from those discussions, and the only transactions between Coppermine and the Company have been working capital funding under the Coppermine Note (as amended) and the Management Transition Agreement dated October 31, 2024.
The Company’s business concept in its HFS business development concept has been to feature indoor and outdoor pickle ball courts as a primary attraction, but also to offer other sports and entertainment-social events in order to attract customers year-round and morning-to-evening and also to attract league, tournament and corporate events. The Company has been unable to locate a suitable HFS industry opportunity or to secure working capital funding to enable consummating a HFS industry opportunity.
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E-Mobility Business Development. In parallel with its HFS efforts, the Company was evaluating opportunities in the e-mobility industry, including the e-bike business, principally through the discussions with eBliss. eBliss is a private Delaware corporation that commenced production of e-bikes for personal transportation in Utica, New York in July 2026. The Company and eBliss are parties to a non-binding Letter of Intent dated May 14, 2026, as amended July 8, 2026 (see Note 1), to negotiate a possible merger, other business combination or similar corporate transaction between eBliss and the Company. There is no legally binding agreement, agreement in principle, or understanding between the Company and eBliss on the essential terms of any Transaction as of August 1, 2026, the date on which eBliss notified the Company that eBliss was terminating the LOI. The discussions between the Company and eBliss did not result in any agreement or commitment for or consummation of any Transactions.
Corporate Status. The Company’s business activities were limited to business development efforts during the first half of fiscal 2026. The Company has no revenue generating business and no products in active commercialization as of the date of the filing of this Form 10-Q.
Working Capital Funding. In 2025 and into 2026, the Company sought working capital funding for basic working capital for essential corporate operations and regulatory compliance costs necessary as a reporting company under the Exchange Act and a company with its common stock quoted on the OTC Market Group QB Venture Market. During 2024, the Company was successful in securing a new funding source for operating working capital from Coppermine Ventures LLC (“Coppermine”). The Company received capital advances beginning in 2024 and into 2026, totaling $530,163 under an unsecured promissory note, most recently amended on January 5, 2026, (“Note”) issued by Coppermine. The Note accrues simple interest at 7% and matures December 31, 2026, and Coppermine has committed to lending a total of $558,191 in working capital funding through December 31, 2026. In addition, on March 4, 2026, the Company issued the eBliss Note to eBliss Global, Inc. (“eBliss”), a $250,000 unsecured working capital promissory note that includes a 90-day ‘no shop’ provision (with eBliss having exclusivity for the first 60 days) during which the Company and eBliss will discuss a potential merger, business combination, strategic relationship, joint venture or similar transaction. See Note 2 — Notes Payable for further information regarding the Coppermine Note and the eBliss Note and the LOI between the Company and eBliss. There is no assurance that funding from Coppermine or eBliss will extend beyond the second half of 2026 or that either company will restructure its current loans to the Company.
Special Board Committee. In order to conduct and as part of discussions between the Company and eBliss during the No Shop Period, the Company formed a special committee of independent, disinterested Company directors, which consist of Company directors Jeffrey Guzy and Warner Session.
Finding affordable, timely and adequate funding from third party sources in 2026 will be essential to sustaining Company basic corporate operations and business development efforts. The funding from the eBliss Note is estimated to provide adequate funding of basic corporate compliance and operational overhead into the latter half of 2026.
Liquidity and Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
The Company does not currently have an operating product line. The net loss for the six months ended June 30, 2026 was $177,193 as compared to $187,612 in 2025. During the six months ended June 30, 2026 and 2025 the Company used cash in operating activities of approximately $139,526 in 2026 and $156,611 in 2025. The decrease in net cash used in operations primarily relates to a decrease in professional fees and other general and administrative expenses compared to the prior year period, in an effort to operate as efficiently as possible under a low cost strategy while the Company explores strategic business opportunities.
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As of June 30, 2026, the Company has negative working capital of $636,262 and an accumulated deficit of $12,856,961. The Company’s cash balance increased by approximately $156,000 from $39,000 as of December 31, 2025 to approximately $195,000 as of June 30, 2026. The increase was due to the working capital note proceeds from both eBliss and Coppermine in the first quarter of 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is actively seeking alternative sources of liquidity, including but not limited to accessing the capital markets, strategic partnerships, or other alternative financing measures, but has been unable to secure long-term funding or secure other sources of liquidity. As stated, Company’s low market price for its common stock and poor financial condition and performance hinder these efforts.
Besides the efforts to license the Connected Chef kitchen appliance product, which effort has not successfully commercialized the Connected Chef product or resulted in any production of that product as of the date of the filing of this Form 10-Q, the Company is seeking to establish revenue generating operations in the HFS business by internal development of HFS operations or acquiring or being acquired by an existing, operating HFS company, and is also evaluating opportunities in the e-mobility industry, including the e-bike business, principally through the discussions with eBliss Global, Inc. Management is closely monitoring its operations, liquidity, and capital resources and is actively working to minimize the current and future impact of this unprecedented situation.
The lack of adequate working capital and lack of tangible assets to attain asset based funding significantly hinder and may undermine ongoing or future business development efforts. There is also substantial uncertainty about the Company as a going concern and its ability to operate beyond fiscal 2026.
The Company reviews alternatives to its current business approach, including, without limitation, sale of the public company or merger of the Company with a private operating company and other common strategic alternatives to a company facing business and financial challenges and uncertainties such as ours. Management is closely monitoring its operations, liquidity, and capital resources and is actively working to minimize the current and future impact of this unprecedented situation.
Our Current Strategy
The Company’s business operations in 2024 and 2025 consisted of the HFS business development efforts and third-party licensing of the Connected Chef. The Company’s long-term business strategy in 2025 was focused on HFS business development, with third-party licensing of the Connected Chef as a secondary business. Implementation of this long-term strategy depends on having adequate working capital until revenue from new business operations, or revenue from Connected Chef products, replaces third-party funding as the Company’s principal source of funding for overhead. The failure of the Connected Chef licensing effort in late 2025 left the Company with only its business development efforts. The Company has funded basic operational overhead through the eBliss Note and the Coppermine Note (as amended) for fiscal 2026. The Company may be unable to achieve sufficient working capital, when and in the amounts required, to meet operational overhead beyond December 31, 2026. As of the date of the filing of this Form 10-Q, the Company has not achieved adequate funding for all anticipated working capital needs for fiscal year 2027 and has not been able to secure adequate funding for the internal development or launch of a new business line.
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In terms of HFS business, the Company sought in 2025 to penetrate an industry that was and continues to enjoy rapid expansion nationwide with many existing and new companies that have established operations and brand recognition. The Company’s strategy for any developed or acquired HFS operation was to provide offerings and facilities that appeal to a broad demographic group (children, families and adults) as opposed to offerings that are primarily aimed at appealing to adults seeking pickle ball courts with a sport bar or social activities environment. This model is based on Coppermine’s business approach. The Company’s inability to secure adequate business development funding hampered efforts in 2025 to either acquire or internally develop a new HFS industry business line. he Company believes that identifying a suitable acquisition target or a strategic alliance with an established HFS industry business may enhance its ability to attract funding for acquiring or establishing a new HFS business, whether internally or through an acquisition. As described in Note 1, on May 14, 2026 the Company and eBliss entered into a non-binding Letter of Intent containing a mutual ‘no shop’ provision that supersedes the ‘no shop’ provision in the eBliss Note; that provision, as extended, runs through August 31, 2026. On August 1, 2026, eBliss notified the Company that it was terminating the LOI under the 35-days’ prior written notice termination provision. The Company’s HFS industry business development efforts, which have not succeeded to date, remain suspended during this period. Upon expiration or earlier termination of the exclusivity period, the Company will no longer be restricted from soliciting or pursuing third-party proposals with respect to the HFS business and may resume its HFS business development efforts. There can be no assurance that the Company will resume, pursue, or successfully complete any HFS-related business opportunity, or that adequate financing will be available to do so.
Perceived or Essential Strengths
Capstone believes that the following competitive strengths have traditionally served to support its business strategies in development of new business line:
HFS Development. The Company’s Chief Executive Officer, Alexander Jacobs, has an established record since 2011 of successfully founding, operating, and growing a HFS company. His expertise is key to the HFS development effort of the Company. He has developed for his Coppermine company a selection of HFS offerings that appeal to and attracts a broad demographic group – children, adults, families, elders – as well as appealing to corporate events and sports tournament and league events. Unlike other HFS companies that are geared primarily to appeal to adults seeking pickle ball and sports bar entertainment, the concept developed by Mr. Jacobs, and the concept that the Company is pursuing, is to tailor facility offerings to the locality and to appeal to a broader demographic group rather than the demographic approach aimed primarily at adults seeking pickle ball/sports bar facility.
The success of Mr. Jacobs at another company is a not an indication of and should not be deemed to be an indication or projection or guarantee of the potential performance of any Company HFS operation or the likelihood of the Company developing or acquiring a business in the HFS industry. The Company cannot fully implement its HFS business without sufficient working capital for internal development of an HFS operation or acquisition of an existing HFS company or operation, and such working capital has not been obtained as of the date of the filing of this Form 10-Q report. Even with adequate funding, the Company will face significant competition in the growing HFS industry and may, as a new entrant in the industry, be unable to successfully compete in that industry. As noted, the HFS business development effort was suspended for the 90-day No Shop Period under the eBliss Note until June 3, 2026, and then further suspended under the ‘no shop’ provision of the LOI until August 31, 2026, the expiration date of the LOI and ‘no shop’ provision. Otherwise, the August 1, 2026, termination notice from eBliss terminates the ‘no shop’ provision and the LOI as of September 4, 2026. The Company intends to pursue opportunities in HFS Industry upon expiration of the LOI ‘no shop’ period.
Connected Chef Product. With respect to 2025 efforts to develop the Connected Chef product into a new product line, the Company regards the following as potential strategic strengths in the consumer product business. In North America, the Company has been recognized for more than a decade as an innovator and highly efficient, low-cost manufacturer in several product niches. Company believes that its insight into the needs of retail programming and its proven execution track record is a potential strength if the Company decides and is able to launch a new product or services business as part of any new business line, including an HFS business line. Selling branded merchandise is a common part of HFS operations.
The Company’s former chief executive officer, and current Chairman of the Board, Stewart Wallach, has over three decades of consumer product experience and has successfully built and managed other consumer product companies. In the past, the operating management’s experience in hardline product manufacturing has prepared the Company for successful entries into various consumer product markets, especially its experience in using foreign OEMs to provide capabilities not possessed internally by our company.
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Consumer Product Quality: With prior product lines, the Company demonstrated a high quality in product’s design and utility through a combination of sourcing quality components, stringent manufacturing quality control and conducting rigorous third-party testing. The Company’s history of developing cost-competitive products without compromising quality standards could be a competitive strength of the Company if product development, promotion and sales are part of any new business line.
Perceived Weaknesses
As of the date of the filing of this Form 10-Q Report, the Company’s working capital constraints hinder full implementation of the HFS business development and hindered a more expansive promotion of the Connected Chef product licensing program in 2025. The lack of adequate working capital prevents any sustained, effective development effort for product development as of the date of the filing of this Form 10-Q Report.
With respect to the Connected Chef, and in the past with any new product line, the Company’s consumer products face the risk of new technologies or functionalities shifting consumer demand away from the products produced by the Company. The Company lacks and may continue to lack the financial resources or ability to license, develop or acquire new technologies or functionalities in demand by consumers, which failure may undermine the commercial viability of Connected Chef. Further, the Company’s business model in consumer products was to focus on bulk sales to ‘Big Box’ retailers. While this strategy worked well for the Company in the past, with a small number of employees and reliance on competent foreign OEMs for product production, the strategy was dependent on meeting the purchasing preferences and predicting consumer preferences for products that the Company could economically, efficiently produce. Without bulk orders from traditional retailers, the Company did not have alternative, at-hand distribution channels to replace the sales to ‘Big Box’ retailers. The development of alternative distribution channels takes prolonged sustained effort, adequate working capital and sustained investment and adequate, experienced personnel. These alternative distribution channels are currently beyond the available capabilities and resources of the Company.
As a smaller reporting company, Company lacks the staff, money, internal capabilities and resources and operational experience to significantly or timely respond to significant challenges and adverse changes in business and financial requirements. It also lacks the financial, marketing and technical resources to compete against competitors with greater financial, distribution, marketing, and technical resources, including greater brand recognition with consumers.
Strategic Reviews. Like many companies, the Company conducts periodic strategic reviews where the feasibility of significant corporate transactions is considered, including mergers, asset purchases or sales and diversification or change in business lines. The Company lacks the financial resources of larger companies to withstand adverse, significant and sustained changes in business and financial condition. This vulnerability necessitates an ongoing consideration of alternatives to current operations. Due to the decline in financial performance of the Company since 2021, with no current product line or source of sustained revenues, as well as the Company having its shares of Common Stock quoted on The OTC Markets Group, Inc. QB Venture Market and being a “penny stock”, the Company may be unable to fully implement any HFS business or other business development efforts or, if the Company elected to revise its licensing efforts, aggressively pursue Connected Chef licensing.
eBliss was the sole e-mobility company identified by the Company in 2026 as a possible interested party to a transaction with the Company. With the termination of the LOI, the Company does not anticipate any future efforts to develop a new business line in the e-mobility industry, including the e-bike segment. The intended focus of the Company in 2026 will be the HFS industry due to potential opportunities in that industry for small companies, seeking to operate a facility or provide support services for a facility.
Products and Customers
Current product lines available for potential development as of this Form 10-Q Report are as follows:
- Connected Chef, a purpose-built kitchen appliance tablet, which is a unique form factor with Google GMS operating system, with an integrated platform for cooking accessories, i.e.: cutting board. The development effort for the Connected Chef has been suspended indefinitely due to failure of 2025 licensing arrangement.
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The following product lines that are discontinued for manufacturing, but are available for sale as of the date of this Form 10-Q Report are as follows:
- LED Lighting
Tariffs. President Trump imposed aggregate tariffs of 20% on Chinese imports. These tariffs produced retaliatory tariffs from China on certain U.S. imports. This trade dispute adversely impacted the Connected Chef product licensing business by hindering possible Chinese contract manufacturers from producing products for licensees or licensors, or those products being competitively priced after the seller or distributor adds any costs from tariffs. The Company may be able to find other contract manufacturers to replace Chinese contract manufacturers, The Company’s experience in consumer product development and production has primarily been with Chinese contract or OEM manufacturers. The Company lacks sufficient operational history as of the filing of this Form 10-Q Report to estimate or project the impact of the current trade dispute and tariff hikes on the Connected Chef licensing business.
Tariffs and trade restrictions imposed by the previous U.S. administration provoked trade and tariff retaliation by other countries. A “trade dispute” of this nature or other governmental action related to tariffs or international trade agreements or policies has the potential to adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof and, thus, to adversely impact our businesses.
We used social media platforms and online advertising campaigns to further grow the Company’s online presence. In addition to Facebook, Instagram, Pinterest and LinkedIn, The Company has launched a YouTube channel to host videos and established a X (formerly, Twitter) account. Our Social Media marketing has not resulted in any significant sales of products. We have not been and may not be able to effectively compete in e-commerce and Social Media marketing and sales. The Company has a Social Media presence on the following Social Media platforms , but the Company has not actively pursued promotion or use of Social Media in 2026 due to the lack of a product or service suitable for Social Media promotion.
FACEBOOK1: https://www.facebook.com/capstoneindustries and https://www.facebook.com/capstoneconnected
INSTAGRAM2: https://www.instagram.com/capstoneconnected
PINTEREST3: https://www.pinterest.com/capstoneconnected/
X4 : https://x.com/CAPC_Capstone
YOUTUBE5 : https://www.youtube.com/channel/UCMX5W8PV0Q59qoAdMxKcAig
1 Facebook is a registered trademark of Facebook, Inc.
2 Instagram is a registered trademark of Instagram.
3 Pinterest is a registered trademark of Pinterest.
4 X is a registered trademark of X Corp.
5YouTube is a registered trademark of YouTube Corporation.
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Competitive Conditions
Consumer Products. The Company’s former LED lighting and Connected Chef product lines operated in a highly competitive environment, both in the United States and internationally, competing with large multinationals with global operations as well as numerous smaller, specialized national or regional competitors, including Gentex Corporation, Seura Solutions, Inc., Magna International, Inc., Amazon, and Samsung Electronics Co. Ltd. The Company discontinued these product lines in 2025 and currently has no operating product line. See the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for further information regarding these discontinued product lines.
Consumer Product Research, Product Development, and Manufacturing Activities
The Company’s former research and development operations, based in Florida and Thailand, designed and engineered many of the Company’s discontinued consumer products, in collaboration with third-party manufacturing partners, software developers, and Capstone U.S. engineering advisers, and outsourced manufacturing and assembly to a select group of OEM manufacturers overseas. The Company discontinued these product lines in 2025 and currently has no active product research, development, or manufacturing operations.
Information Technology
The efficient operation of our business development efforts and operations are dependent on our information technology systems. We rely on those systems to manage our daily operations and maintain our financial and accounting records. Since we do not collect significant amounts of valuable personal data or sensitive business data from others, our internal computer systems are under a light to moderate level of risk from hackers or other individuals with malicious intent to gain unauthorized access to our computer systems. Cyberattacks are growing in number and sophistication and are an ongoing threat to business computer systems, which are used to operate the business on a day-to-day basis. Our computer systems could be vulnerable to security breaches, computer viruses, or other events. The failure of our information technology systems, our inability to successfully maintain our information or any compromise of the integrity or security of the data we generate from our systems or an event resulting in the unauthorized disclosure of confidential information or degradation of services provided by critical business systems, whether by us directly or our third-party service providers, could adversely affect our business operations, sales, reputation with funding sources or lenders, current and potential customers for any products, associates or vendors, results of operations, product development and make us unable or limit our ability to respond to demands of any customers who own our products.
We have incorporated into our data network various on and off-site data backup processes which should allow us to mitigate any data loss events, however our information technology systems are vulnerable to damage or interruption from:
● hurricanes, fire, flood and other natural disasters
● power outage
● internet, computer system, telecommunications or data network failure hacking as well as malware, computer viruses, ransomware and similar malicious software code
Cybersecurity
The Company did not experience any cybersecurity incidents for the six months ended June 30, 2026.
Environmental Regulations
The Company has not engaged in production or manufacturing activities since 2023. We believe that the Company is in compliance with environmental protection regulations and will not have a material impact on our financial position and results of operations. The Company is not aware of any national, state or local environmental laws or regulations that will materially affect our earnings or competitive position or result in material capital expenditures. However, the Company cannot predict the effect on our operations due to possible future environmental legislation or regulations.
Climate Change. With no current product line, the Company has not experience any direct, material impact on business and financial conditions from pending or existing climate-change related legislation, regulations, and international accords in the U.S., the physical impacts of climate change, or perceived indirect material impact from business trends. On March 27, 2025, the Commission voted to end its defense of its climate related risk and greenhouse gas emissions rule (The Enhancement and Standardization of Climate-Related Disclosures for Investors, SEC Release Nos. 33-11275; 34-99678). On April 4, 2024, the SEC had imposed an administrative stay on enforcement of the rule due to pending challenges in federal courts. The Eighth Circuit ordered that the litigation would be held in abeyance until such time as the SEC reconsider or renews it defense of the Rules. In its order, the Eighth Circuit emphasized that the SEC has the “responsibility to determine whether its Final Rules will be rescinded, repealed, modified, or defended in litigation.” On June 3, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) published a proposed withdrawal of its climate-related disclosure rule that required registrants and public companies to provide standardized, detailed information about climate-related risks, governance, and certain greenhouse gas emissions in SEC filings. This action would eliminate the pending disclosure framework rather than replacing it with an alternative set of climate-specific reporting requirements, reverting issuers to existing, principles-based disclosure obligations.
Critical Accounting Policies
We believe that there have been no significant changes to our critical accounting policies during the six months ended June 30, 2026, as compared to those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Annual Report.
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CONSOLIDATED OVERVIEW OF RESULTS OF OPERATIONS
Results of operations.
Net Revenues
The Company does not have a product line that is generating revenues as of the date of the filing of this Form 10-Q.
Operating Expenses
Operating expenses include professional fees and compliance and regulatory expenses. In addition, operating expense include charges relating to office expenses, accounting, and insurance.
CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK
| Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 | ||||||||||||||||
| (In Thousands) | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | |||||||||||||||
| Dollars | % of Revenue | Dollars | % of Revenue | |||||||||||||
| Revenues, net | $ | — | — | % | $ | — | — | % | ||||||||
| Total Operating Expenses | 71 | — | % | 70 | — | % | ||||||||||
| Operating Loss | (71 | ) | — | % | (70 | ) | — | % | ||||||||
| Total Other Income (Expense) | (14 | ) | — | % | (6 | ) | — | % | ||||||||
| Loss Before Tax Benefit | (85 | ) | — | % | (76 | ) | — | % | ||||||||
| Income Tax (Expense) | — | — | % | — | — | % | ||||||||||
| Net Loss | $ | (85 | ) | — | % | $ | (76 | ) | — | % | ||||||
| Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 | ||||||||||||||||
| (In Thousands) | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | |||||||||||||||
| Dollars | % of Revenue | Dollars | % of Revenue | |||||||||||||
| Revenues, net | $ | — | — | % | $ | — | — | % | ||||||||
| Total Operating Expenses | 154 | — | % | 177 | — | % | ||||||||||
| Operating Loss | (154 | ) | — | % | (177 | ) | — | % | ||||||||
| Total Other Income (Expense) | (23 | ) | — | % | (10 | ) | — | % | ||||||||
| Loss Before Tax Benefit | (177 | ) | — | % | (187 | ) | — | % | ||||||||
| Income Tax (Expense) | — | — | % | — | — | % | ||||||||||
| Net Loss | $ | (177 | ) | — | % | $ | (187 | ) | — | % | ||||||
Net Revenues
Company did not have an operating product line during the three and six month periods ended June 30, 2026 or 2025.
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Operating Expenses and Other Income (Expenses)
The Company made concerted efforts to reduce operating expenses during 2026 as the Company did not have a revenue generating product line during the three and six month periods ended June 30, 2026.
Professional Fees
For the three months ended June 30, 2026, and 2025, professional fees were approximately $51,000 and $42,000 respectively, an increase of $9,000 or 21%, which relates to the timing of professional fees incurred during the second quarter of 2026, which are not forecasted to occur during the second half of 2026.
For the six months ended June 30, 2026, and 2025, professional fees were approximately $119,000 and $121,000 respectively, a decrease of $2,000 or 2%, which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities
Product Development Expenses
For the three months ended June 30, 2026, product development expenses were $0 as compared to $0 in 2025, as the Company did not have a revenue generating product line during the three month period ended June 30, 2026.
For the six months ended June 30, 2026, product development expenses were $0 as compared to $125 in 2025, as the Company did not have a revenue generating product line during the six month period ended June 30, 2026.
Other General and Administrative Expenses
For the three months ended June 30, 2026, other general and administrative expenses were approximately $20,000 as compared to $28,000 in 2025 for an decrease of $8,000 or 29% which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities.
For the six months ended June 30, 2026, other general and administrative expenses were approximately $35,000 as compared to $56,000 in 2025 for a decrease of $21,000 or 37% which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities
Total Operating Expenses
For the three months ended June 30, 2026, and 2025, total operating expenses were approximately $71,000 and $70,000, respectively, an increase of approximately $1,000 or 1%, as denoted above.
For the six months ended June 30, 2026, and 2025, total operating expenses were approximately $153,000 and $177,000, respectively, a decrease of approximately $24,000 or 13%, as denoted above.
Operating Loss
For the three months ended June 30, 2026 and 2025, the operating loss was approximately $71,000 and $70,000, respectively, an increase in loss of $1,000 or 1%.
For the six months ended June 30, 2026 and 2025, the operating loss was approximately $153,000 and $177,000, respectively, a decrease of approximately $24,000 or 13%, as denoted above.
Total Other Income (Expense), net
For the three months ended June 30, 2026, and 2025, other expense was $13,000, net as compared to $6,000 for 2025, which is directly attributable to increased interest on working capital loan proceeds.
For the six months ended June 30, 2026, and 2025, other expense was $24,000, net as compared to $14,000 for 2025, which is directly attributable to increased interest on working capital loan proceeds.
Net Loss
For the three months ended June 30, 2026 the net loss was approximately $85,000 compared to a net loss of $77,000 in the same period 2025, an increased loss of $8,000 or 11%.
For the six months ended June 30, 2026 the net loss was approximately $177,000 compared to a net loss of $187,000 in the same period 2025, a decreased loss of $10,000 or 6%.
Off-Balance Sheet Arrangements
The Company does not have material off-balance sheet arrangements that have or are reasonably likely to have a material future effect on our results of operations or financial condition.
Contractual Obligations
There were no material changes to contractual obligations for the six months ended June 30, 2026.
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Cash Flow
Cash flow from operations are primarily dependent on our net income adjusted for non-cash expenses and the timing of payments to suppliers. Cash as of June 30, 2026, and December 31, 2025, was approximately $195,000 and $39,000 respectively, an increase of approximately $156,000.
| Summary of Cash Flows | For the Six Months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| (In thousands) | ||||||||
| Net cash provided by (used in): | ||||||||
| Operating Activities | $ | (140 | ) | $ | (157 | ) | ||
| Financing Activities | 295 | 183 | ||||||
| Net increase (decrease) in cash | $ | 155 | $ | 26 | ||||
As of June 30, 2026, the Company’s working capital deficit was approximately $636,000. Current assets were approximately $205,000 and current liabilities were approximately $841,000 and include:
| ● | Accounts payable of $7,791, of which $5,180 is due to the Company’s Chairman (see Note 3). |
| ● | Note payable related parties and unrelated parties of $832,998, inclusive of accrued interest of $52,835. |
Cash Flows used in Operating Activities
Cash used in operating activities in the six months ended June 30, 2026, and 2025 was approximately $140,000 and $157,000, respectively, a decrease of $17,000 compared to last year, which relates to the Company’s cost efficiency strategy while pursuing possible business opportunities.
Cash Flows provided by Financing Activities
Cash provided by financing activities for the six months ended June 30, 2026 and 2025, was approximately $295,000 and $183,000, respectively.
As of June 30, 2026, and December 31, 2025, the Company had outstanding notes payable $832,998 and $514,320 which includes accrued interest of $52,835 and $29,157, respectively.
Directors and Officers Insurance
The Company currently has Directors and Officers liability insurance, and the Company believes the coverage is adequate to cover likely liabilities under such a policy.
Exchange Rates
Country Risks: Changes in foreign, cultural, political, and financial market conditions could impair the Company’s international manufacturing operations and financial performance.
Currency: Currency fluctuations could significantly increase our expenses during periods when we produced and sold consumer products and could affect the results of operations, especially where the currency is subject to intense political and other outside pressures.
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Interest Rate Risk: The Company does not have significant interest rate risk during the six month period ended June 30, 2026. All outstanding loans have been disclosed including the agreed interest rates.
Credit Risk: The Company has not experienced significant credit risk.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
Because the Company is a smaller reporting company, this Form 10-Q Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm.
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of June 30, 2026, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting.
There are no changes to the Company’s internal control over financial reporting during the quarter ended June 30, 2026, the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The certifications of our Chief Executive Officer and Interim Chief Financial Officer attached as Exhibits 31 and 32 to this Form 10-Q include information concerning our disclosure controls and procedures and internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of internal control are met. Further, the design of internal control must reflect the fact that there are resource constraints, and the benefits of the control must be considered relative to their costs. While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company, have been detected.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any other pending or threatened legal proceedings and, to the best our knowledge, no such action by or against us has been threatened. From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of our business. Although occasional adverse decisions or settlements may occur in such routine lawsuits, we believe that the final disposition of such routine lawsuits will not have material adverse effect on its financial position, results of operations or status as a going concern.
Other Legal Matters. To the best of our knowledge, none of our directors, officers, or owners of record of more than five percent (5%) of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to us in reference to pending litigation.
Item 1A. Risk Factors.
You should carefully consider the “Risk Factors” disclosed under “Item 1A. Risk Factors” in our 2025 Annual Report (as amended or revised by the Risk Factors set forth in this Form 10-Q reflecting the worsening financial condition of the Company in 2026), in disclosures and risks described in the section entitled “Nature of Business” on page 9 of this Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. The Company cannot foresee or anticipate changes in circumstances and resulting emergence of risk factors affecting the Company.
The Company has insufficient revenues to support its basic operating overhead and relies on funding from Coppermine under the Coppermine Note (as most recently amended on January 5, 2026), together with the proceeds of the eBliss Note funded on March 4, 2026, to meet basic operating and overhead expenses through fiscal 2026. The Company may be unable to sustain operations beyond fiscal 2026 without continued financial support from Coppermine, additional proceeds beyond the eBliss Note, or another third-party funding source, whether debt, equity, or both. There can be no assurance that the Company can obtain sufficient funding from Coppermine, under the eBliss Note, or from any new funding sources to sustain operations beyond the end of fiscal 2026. The financial difficulties of the Company severely hamper efforts to acquire, develop, launch, promote, sustain or otherwise commercially exploit any new business line, or to attract potential acquisition candidates or candidates for other alternative transactions. We have not obtained any commitment from any other source for additional funding or entered into any binding agreements for development or acquisition of a new business line as of the date of the filing of this Form 10-Q.
Our public auditor’s report for the 2025 Annual Report stated that the Company has incurred operating losses, has incurred negative cash flows from operations and has an accumulated deficit, and these and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
Except for low-cost initiatives in business development, ones that do not require upfront funding, the current funding of the Company under the current working capital loans from Coppermine and eBliss are insufficient to fund the development, launch and promotion of a new business line or to acquire a new business line. The Company will have to raise additional funding from third parties to fund any development, launch and promotion of a new business line or to fund acquisition of a new business line requiring upfront or sustained working capital, or simply to sustain operations beyond fiscal 2026. The Company may be unable to raise the necessary funding to develop or acquire a new revenue generating business line.
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If funding sources are not available, or are inadequate or unwilling to fund operations beyond the funding currently provided under the Coppermine Note (as amended) and the eBliss Note, or any new developed or acquired business line is not capable of generating sufficient revenues in the future to sustain operations, we will be required to reduce operating costs even further from existing reductions, which could further jeopardize any future strategic initiatives and business plans. Furthermore, uncertainty concerning our ability to continue as a going concern may hinder our ability to obtain future financing. Continued operations and our ability to continue as a going concern are dependent on our ability to obtain additional funding in the near future, whether to supplement, or to provide funding after fully drawing, the amounts available under the Coppermine Note (as amended) and the eBliss Note, and thereafter, and there are no assurances that such funding will be available to us at all, or will be available in sufficient amounts or on reasonable terms.
As of the date of the filing of this Form 10-Q, the Company cannot assess or predict the impact of the Trump Administration’s trade and tariff disputes and changes in the imposition of those tariffs, or of the armed conflict between U.S.A. and Israel with Iran and related instability in the Middle East and resulting impact on the U.S.A.’s and Global economies on: (1) Company’s future efforts, if any, to develop or acquire a new business line; (2) general economic conditions that may affect the ability of the Company to obtain necessary working capital funding or business development-acquisition funding; (3) the willingness of third parties to enter into and consummate any mergers-and-acquisitions transaction or any alternative transaction with the Company; or (4) global energy prices, supply chains and capital markets, any of which could indirectly affect the Company’s prospective business partners. Uncertainty about tariffs, the Iran conflict and resulting disruption of normal trade relationships and global markets is likely to create the sort of economic uncertainty and conditions that are likely to be adverse to the Company’s efforts to obtain additional funding, develop or acquire a new business or business line, or consummate any alternative transactions.
The Company is uncertain about whether it will succeed in its various business development efforts or obtaining necessary funding in a timely manner and on affordable terms, or at all. The lack of adequate working capital significantly hinders and may undermine ongoing or future business development efforts. There is also substantial uncertainty about the Company as a going concern and its ability to operate beyond 2026.
There may be risks that are not presently material or known and not discussed in this Form 10-Q or other SEC filings of the Company. The Company’s status as a company without sustained revenue generating operations as of the date of the filing of this Form 10-Q and the doubt about the viability of the Company as a going concern creates substantial doubt about the ability of the Company to develop or acquire a new business line or sustain operations beyond current funding. There are also risks within the economy, the industry, and the capital markets that could materially adversely affect the Company’s ability to develop or acquire a new business, including those associated with an economic recession, inflation, a global economic slowdown, political instability, war, government regulation (including tax regulation), employee attraction and retention and funding working capital needs for a new business line. These factors affect businesses generally, including the Company and, as a result, are not discussed in detail, but are applicable to the Company. As a “penny stock” without primary market maker support, and due to the decline in financial performance of the Company beginning in 2023 and continuing into 2026, an investment in our common stock involves a very high degree of risk. If any of the following risks actually occurs or continues to impact our business, our business, financial condition or results of operations could worsen. In that case, the trading price of our common stock could decline further, and an investor may lose all or part of the investor’s investment in our common stock. Any investor should read the section entitled “Cautionary Statement Regarding Forward-Looking Statements above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company did not issue any unregistered securities in the fiscal period ended June 30, 2026.
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
The Company has no information to disclose that was required to be in a Current Report on Form 8-K during the period covered by this Form 10-Q but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors or make shareholder proposals.
Item 6. Exhibits
The following exhibits are filed as part of this Report on Form 10-Q or are incorporated herein by reference.
| EXHIBIT # | EXHIBIT TITLE | |
| 31.1 | Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | |
| 31.2 | Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | |
| 32.1 | Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, | |
| 32.2 | Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbaseed Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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 thereunto duly authorized.
Capstone Companies, Inc.
Dated: August 13, 2026
| /s/ Alexander Jacobs | ||
| Alexander Jacobs | Chief Executive Officer | |
| Principal Executive Officer |
| /s/Dana Eschenburg Perez | ||
| Dana Eschenburg Perez | Chief Financial Officer | |
Principal Financial Executive and Accounting Officer |
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