UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

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

For the transition period from _____________ to _____________

Commission File Number: 000-28831

CAPSTONE COMPANIES, INC.

(Exact name of Registrant as specified in its charter)

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. ☒ Yes ☐ No

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). Yes ☒ No ☐

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

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:

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

As of May 11, 2026, the Company had 49,643,031 shares of Common Stock issued and 48,826,864 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 March 31, 2026 (“Form 10-Q Report” or “Form 10-Q”), the following terms have the stated meaning or meanings:

We may use “FY” to mean “fiscal year” and “Q” to mean fiscal quarter ended March 31, 2026. “Form 10-Q” or “Form 10-Q Report” means this Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026.

CAPSTONE COMPANIES, INC.

Quarterly Report on Form 10-Q

Three Months Ended March 31, 2026

TABLE OF CONTENTS

CAPSTONE COMPANIES, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to these unaudited condensed consolidated financial statements.

CAPSTONE COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to these unaudited condensed consolidated financial statements.

CAPSTONE COMPANIES, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND MARCH 31, 2025

(Unaudited)

See accompanying notes to these unaudited condensed consolidated financial statements.

CAPSTONE COMPANIES, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to these unaudited condensed consolidated financial statements.

CAPSTONE COMPANIES, INC., AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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. 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 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.

● The Company may be unable to restructure or resolve all or most of its debt obligations 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 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 fling 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 Global, Inc. that includes a 90-day ‘no shop’ provision (with eBliss having exclusivity for the first 60 days). If Coppermine does not provide additional funding beyond its current commitment, the 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 or eBliss. 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.

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, 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 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 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 Note. During the 90 days following the funding of the principal of the Note (“No Shop Period”), the Company will 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 will cease any third party discussions for any Transactions for the No Shop Period, except that the Company may 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 is 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. The sixty day period of the No Shop Period has expired as of the first week of May 2026 and the No Shop Period expires as of June 2, 2026.

The Company and eBliss have held preliminary discussions on a possible Transaction, but these discussions have not resulted in any agreement on the terms and conditions of a Transaction. The Company and eBliss may be unable to reach any agreement for any Transactions and, as such, may not consummate or pursue any Transactions.

2025 Product Development Efforts. The following discusses efforts by the Company to develop a new product line in 2025 and in 2023 and 2024. 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 have been suspended in March 2026 for the 90-day ‘no shop’ period as described in “eBliss Note” above.

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.

E-Mobility Business Development. In parallel with its HFS efforts, the Company is evaluating opportunities in the e-mobility industry, including the e-bike business, principally through the discussions with eBliss Global, Inc. during the 90-day ‘No Shop’ Period under the eBliss Note. eBliss is a private Delaware corporation that is gearing up for production of e-bikes for personal transportation in Utica, New York in 2026. There is no legally binding agreement or other non-binding agreement between the Company and eBliss to consummate any merger, business combination, strategic relationship, joint venture or similar transaction as of the date of the filing of this Form 10-Q. There can be no assurance that any discussions between the Company and eBliss will result in any agreement or commitment for or consummation of any Transactions. As of the date of the filing of this Form 10-Q, there is no agreement, commitment or consent to terms and conditions for any Transactions between the Company and eBliss and no agreement, commitment or consent may be reached by the Company and eBliss for any Transactions.

Corporate Status. The Company’s business activities were limited to business development efforts during the first quarter 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 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. There is no legally binding agreement between the Company and eBliss to consummate any such transaction as of the date of the filing of this Form 10-Q. See Note 3 — Notes Payable for further information regarding the Coppermine Note and the eBliss Note. There is no assurance that funding from Coppermine or eBliss will extend beyond the second half of 2026.

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 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 three months ended March 31, 2026 was $92,269 as compared to $111,079 in 2025. During the three months ended March 31, 2026 and 2025 the Company used cash in operating activities of approximately $77,082 in 2026 and $98,989 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.

As of March 31, 2026, the Company has negative working capital of $551,338 and an accumulated deficit of $12,772,037. The Company’s cash balance increased by approximately $218,000 from $39,000 as of December 31, 2025 to approximately $257,000 as of March 31, 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. during the 90-day ‘no shop’ period under the eBliss Note. 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 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 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 were the HFS business development efforts and third-party licensing of the Connected Chef. The long-term business strategy of the Company in 2025 was focused on the HFS business development with the third-party licensing of the Connected Chef as a secondary business. The implementation of the long-term business strategy depends on having adequate working capital until revenue flow from new business operations or revenues from Connected Chef product replaces third party funding as the principal means of funding overhead. The failure of the licensing effort for the Connected Chef in late 2025 has left only business development efforts. We have third party funding for basic operational overhead, through the Note and the Coppermine Note (as amended), into the latter half of fiscal 2026. We may be unable to achieve sufficient working capital, when and in the amounts required, to meet operational overhead beyond fiscal 2026. We have not achieved adequate funding for all anticipated working capital needs for fiscal year 2026 as of the date of the filing of this Form 10-Q. We were not able to secure adequate funding for internal development and launch of a new business line.

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 inability of the Company to secure adequate business development funding hampered efforts in 2025 to either acquire or internally develop a new HFS industry business line. The Company believes that identification of a suitable acquisition target or a strategic alliance with an established HFS industry business may potentially enhance the ability of the Company to attract funding for acquiring or establishing a new HFS business (either internally or through an acquisition). Due to the ‘no shop’ provision in the eBliss Note, the HFS industry business development efforts, which have not succeeded to date, are suspended for the 90-day ‘no shop’ period.

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. 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 is suspended for the 90-day No Shop Period under the eBliss Note.

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.

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.

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 is a competitive strength of the Company’s consumer products.

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 and caused the Company to pursue the licensing program in 2025.

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 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 were beyond the available capabilities and resources of the Company to develop in 2025 or 2024.

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 lacked and 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, 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 e-mobility development efforts or, if the Company elected to revise its licensing efforts, aggressively pursue Connected Chef licensing.

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 in the first fiscal quarter of 2026 due to failure of 2025 licensing arrangement and focus on business development efforts under the Note and its ‘no shop’ provision.

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

2025 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.

Sales and Marketing of Consumer Product Line

The Company had no sales during 2025. With respect to the sale of consumer products in 2024, the Company relied on direct promotion by Company’s Chair of the Board, Stewart Wallach.

Direct Import Sales. We historically ship finished consumer products directly to buyers from Thailand and China contract manufacturers. Under the Connected Chef licensing business, product will be shipped from contract manufacturer to third party licensee or licensor. The sales transaction and title of goods are completed by delivering products to the customers overseas shipping point. The customer takes title of the goods at that point and is responsible for inbound ocean freight and import duties. Sales in 2024 consisted of liquidation of Smart Mirror inventory and sales of LED lighting products from existing inventory. Due to the poor performance of the Smart Mirrors, the Company wrote off all inventory on hand as of December 31, 2023, and liquidated the remaining stock in April 2024.

In the three months ended March 31, 2026, the Company had no major customers.

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, (however the Company did not emphasize or actively utilize Social Media marketing in 2025 or into 2026:

FACEBOOK¹: https://www.facebook.com/capstoneindustries and https://www.facebook.com/capstoneconnected

INSTAGRAM²: https://www.instagram.com/capstoneconnected

PINTEREST³: https://www.pinterest.com/capstoneconnected/

X^{4 :} https://x.com/CAPC_Capstone

YOUTUBE^{5 :} 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.

Competitive Conditions

Consumer Products. In terms of the consumer product industry, the Company operated in a highly competitive environment, both in the United States and internationally, in the former LED lighting product segment and in the Connected Chef internet of things product segments. The Company’s previous consumer products competed with products made by large multinationals with global operations as well as numerous other smaller, specialized national or regional competitors who generally focus on narrower markets, products, or particular categories. Competitors included Gentex Corporation, Seura Solutions, Inc., Magna International, Inc, Amazon and Samsung Electronics Co. Ltd.

Other competitive factors include rapid technological changes, product availability, credit availability, speed of delivery, ability to tailor solutions to customer needs, quality and depth of product lines and training. The Connected Chef product is an emerging industry. The Connected Chef received GMS approval from Google third party testing labs, which allows the Connected Chef to utilize the Google operating system in the tablet. The Company may be unable to develop or license emerging new technologies that are dominant and demanded by consumers, retailers, distributors and resellers. Consumer tastes and preferences change and timing the product line with consumer demand is important in establishing a market for the product line.

Consumer Product Research, Product Development, and Manufacturing Activities

With respect to past production of consumer products, the Company’s research and development operations based in Florida and Thailand have designed and engineered many of the Company’s consumer products, with collaboration from its third-party manufacturing partners, software developers and Capstone U.S. engineering advisers. The Company outsources the manufacture and assembly of our products to a select group of OEM manufacturers overseas.

During periods when the Company was producing consumer products, the Company established strict engineering specifications and product testing protocols with the Company’s contract manufacturers and ensured that their factories adhere to all Regional Labor and Social Compliance Laws. These contract manufacturers purchased components that we specify and provide the necessary facilities and labor to manufacture our products. We leveraged the strength of the contract manufacturers and allocated the manufacturing of specific products to the contract manufacturer best suited to the task. Quality control and product testing was conducted at the contract manufacturers facility and at their 3rd party testing laboratories overseas.

With respect to consumer products, Company used its proprietary manufacturing expertise by maintaining control over all outsourced production and critical production molds. To ensure the quality and consistency of the Company’s products manufactured overseas, Company used globally recognized certified testing laboratories such as United Laboratories (UL) or Intertek (ETL) to ensure all products were designed and tested to adhere to each country’s individual regulatory standards.

Investments in technical and product development are expensed when incurred and are included in the operating expenses..

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 three months ended March 31, 2026.

Environmental Regulations

The Company was not engaged in production or manufacturing activities in 2025. 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. During 2025, there were no capital expenditures for environmental control facilities and no such material expenditures are anticipated.

Climate Change. With no product line in 2025, the Company did not experience any direct, material impact on business and financial condition in 2025 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 May 4, 2026, the SEC reportedly sent to the White House’s Office of Management and Budget for review a proposal to formally terminate the climate related risk and greenhouse gas emissions rule.

Critical Accounting Policies

We believe that there have been no significant changes to our critical accounting policies during the three months ended March 31, 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.

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 sales and marketing expenses, advertising expense and costs related to consultant fees. In addition, operating expense include charges relating to office expenses, accounting, legal, and insurance.

CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK

Net Revenues

Company did not have an operating product line during the three month period ended March 31, 2026 or 2025.

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 month period ended March 31, 2026.

Professional Fees

For the three months ended March 31, 2026, and 2025, professional fees were approximately $67,000 and $78,000 respectively, a decrease of $11,000 or 14%, which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities.

Product Development Expenses

For the three months ended March 31, 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 three month period ended March 31, 2026.

Other General and Administrative Expenses

For the three months ended March 31, 2026, other general and administrative expenses were approximately $15,000 as compared to $28,000 in 2025 for a decrease of $13,000 or 48% which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities.

Total Operating Expenses

For the three months ended March 31, 2026, and 2025, total operating expenses were approximately $82,000 and $107,000, respectively, a decrease of approximately $25,000 or 23%, as denoted above.

Operating Loss

For the three months ended March 31, 2026 and 2025, the operating loss was approximately $82,000 and $107,000, respectively, a decrease in loss of $25,000 or 23%.

Total Other Income (Expense), net

For the three months ended March 31, 2026, and 2025, other expense was $10,000, net as compared to $4,000 for 2025, which is directly attributable to increased interest on working capital loan proceeds.

Net Loss

For the three months ended March 31, 2026 the net loss was approximately $92,000 compared to a net loss of $111,000 in the same period 2025, a decreased loss of $19,000 or 17%.

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 three months ended March 31, 2026.

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 March 31, 2026, and December 31, 2025, was approximately $257,000 and $39,000 respectively, an increase of approximately $218,000.

As of March 31, 2026, the Company’s working capital deficit was approximately $551,000. Current assets were approximately $272,000 and current liabilities were approximately $823,000 and include:

Cash Flows used in Operating Activities

Cash used in operating activities in the three months ended March 31, 2026, and 2025 was approximately $77,000 and $99,000, respectively, a decrease of $22,000 compared to last year.

Cash Flows provided by Financing Activities

Cash provided by financing activities for the three months ended March 31, 2026 and 2025, was approximately $295,000 and $111,000, respectively.

As of March 31, 2026, and December 31, 2025, the Company had outstanding notes payable $819,378 and $514,320 which includes accrued interest of $39,215 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

We sell all of our products in U.S. dollars and pay for all of our manufacturing costs in U.S. dollars.

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.

Interest Rate Risk: The Company does not have significant interest rate risk during the three month period ended March 31, 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 March 31, 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 our internal control over financial reporting during the fiscal quarter ending March 31, 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.

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 “Status of No Shop Period and Related Discussions” 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 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 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 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, including the e-mobility opportunities being explored under the Note’s 90-day No-Shop Period, which commenced on March 4, 2026. 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.

The No Shop Period expires as of June 2, 2026. Neither the Company nor eBliss have any obligations in respect of discussion of possible Transactions during or after the No Shop Period. Further, eBliss has no restrictions during the No Shop Period or afterwards on pursuing third party alternatives to a Transaction with the Company. eBliss may decide to pursue third party opportunities instead of considering or pursuing any Transactions with the Company.

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.

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 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, including eBliss. 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 (including eBliss) 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 quarter ended March 31, 2026.

Item 3. Defaults Upon Senior Securities

None.

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.

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: May 14, 2026