CAPSTONE COMPANIES, INC. - FORM 10-Q/A

Attached files

file	filename
EX-31.4 - CAPSTONE COMPANIES, INC.	form10qa063020ex31-4.htm
EX-31.3 - CAPSTONE COMPANIES, INC.	form10qa063020ex31-3.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment Number One

X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2020

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

For the transition period from _____________ to _____________

Commission File Number: 000-28831

CAPSTONE COMPANIES, INC.

(Exact name of Registrant as specified in its charter)

Florida

State of Incorporation or Organization

431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441

(Address of principal executive offices)

(954) 252-3440, extension 313

(Registrant's Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [__] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [_]

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

Large accelerated filer [_]	Accelerated filer [_]
Non-accelerated filer [_]	Smaller reporting company [x]
Emerging Growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
None	Not applicable	Not applicable

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

The number of outstanding shares of Registrant’s Common Stock, $0.0001 par value per share, as of August 11, 2020, was 46,296,364. The Registrant’s Common Stock is quoted on the OTCQB Venture Market of the OTC Markets Group, Inc. under the trading symbol “CAPC.”

EXPLANATORY NOTE

This Amendment Number One (“Amendment Number 1”) to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 (as filed with the Commission on 19 August 2020) (“Form 10-Q Report”) by Capstone Companies, Inc., a Florida corporation, (“Company”) is being filed solely to: (1) include this Explanatory Note; (2) restate in its entirety Item 4 Controls and Procedures (including Changes in Internal Control over Financial Reporting) as set forth below; (3) file the certifications of principal executive officer and principal financial officer under Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934 as Exhibit 31.3 and Exhibit 31.4 to this Amendment Number 1; (4) revise Part II, Item 6. Exhibits to reflect the filing of the certifications referenced in (3) of this paragraph; and (5) include Exhibits 31.3 and 31.4 to, and a signature page for, this Amendment Number 1. Because no financial statements are included with this Amendment Number 1, paragraph 3 of the certifications in Exhibits 31.3 and 31.4 has been omitted. Similarly, because no financial statements have been included in this Amendment Number 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

As restated Item 4 Controls and Procedures reads in its entirety as follows:

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company's management, under the direction of Stewart Wallach, the Company’s Chief Executive Officer and James McClinton, the Company’s Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in Company’s reports filed with the Commission is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and is accumulated and communicated to management, including Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer determined that the Company's disclosure controls and procedures were deemed to be effective as of June 30, 2020.

Changes in Internal Control Over Financial Reporting (as defined in Rule 13a-15(f) of the Exchange Act).

There were no changes in Company’s internal control over financial reporting during the fiscal quarter ended June 30, 2020, that materially affected, or are reasonably likely to materially affect, Company’s internal control over financial reporting.

Except as stated above in the Explanatory Note and under the restated Item 4 Controls and Procedures, this Amendment No. 1 speaks as of the original filing date of the Form 10-Q Report, does not reflect events that may have occurred subsequent to the filing date of the Form 10-Q Report and does not modify or update other disclosures made in the Form 10-Q Report.

Part II

Item 6. Exhibits

(a) Exhibits

Exhibit No.	Description of Exhibit	Filed with this Report	Incorporated by Reference herein to Form or Schedule	Filing Date	SEC File No.
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed as Exhibit 31.1 to Form 10-Q for fiscal quarter ended June 30, 2020, as filed by Capstone Companies, Inc. with the Commission	August 19, 2020	000-28831
31.2	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed as Exhibit 31.2 to Form 10-Q for fiscal quarter ended June 30, 2020, as filed by Capstone Companies, Inc. with the Commission	August 19, 2020	000-28831
31.3	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.4	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002		Filed as Exhibit 32.1 to the Form 10-Q by Capstone Companies, Inc. for the fiscal quarter ended June 30, 2020	August 19, 2020	000-28831
32.2	Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002		Filed as Exhibit 32.2 to the Form 10-Q by Capstone Companies, Inc. for the fiscal quarter ended June 30, 2020	August 19, 2020	000-28831

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Capstone Companies, Inc.

Dated: November 9, 2020

By: /s/ Stewart Wallach

Stewart Wallach, Chief Executive Officer

(principal executive officer)

By: /s/ James McClinton

James McClinton, Chief Financial Officer

(principal financial officer)

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