Or Mikey bought them for his kids.

Quite possibly they've sold the mirrors to a liquidator.

https://dealstream.com/financial/public-shells

Several hundreds of thousands, maybe, for a good, clean shell?

question>If are are preformed what is the value of a symbol?

Before they can 'sell' the ticker, they have to shell-ify Capstone

They're close on the Assets side: they wrote off the remaining value of the smart mirrors. They'll have to book a one time gain when they sell the inventory to a liquidator; watch eBay if you want a mirror.

The $43K they spent on molds for the smart cutting board will have to be written off; they still carry that on the books as of 12/31/2023.

The remaining asset would be the Goodwill, an intangible.

On the liabilities side, they have over $3 million as of 12/31/2023. They'll need to use bankruptcy to settle this debt.

Is the value now just the symbol/ticker itself?

It cost major $$$'s to get a listing?

The Beat Goes On

https://www.sec.gov/ix?doc=/Archives/edgar/data/814926/000190359624000189/capc_10k.htm

Capstone Florida SOS moves...



Bye, Capstone Lighting Technologies, we barely knew ye. The lighting products brought in $37 million in 2017, before Capstone turned their attention to the smart home products.

Don't fret too much, they filed annual reports for Capstone Companies (the one that represents CAPC stock) and Capstone Industries (the company that CHDT/CHDO acquired that brought Stewart to CAPC).

There are only 2 guys (Stewart and George) left, so they really didn't need 3 corporations. Is Jonathan Caparco still with the company? What would he still be doing? There haven't been *any* company announcements since last June. Is CAPC really paying the guy to do nothing?

3 weeks until the 10K.

1 through 5 not pretty.
The count down has begun?

Two months later, and nothing has changed.

The Transfer Agent still hasn't been informed about the share structure change, voted on last May, and filed with the SOS at Sunbiz.com in June. Why? I think because it longer serves the purpose of generating new capital, and satisfying old debt.

I believe they intended to satisfy the ~$3 million in debt with preferred shares at a dollar per share (liquidation preference of a dollar a share, plus conversion to common at 66.66 common shares per share). The collapse of the share price under a penny makes the deal less appealing to debt holders. The limited wash trading we saw in January really hasn't changed things. I think we're headed back under a penny without real positive news.

So what now? I see 5 possibilities:

1) Status Quo. Wallach continues to pay the minimal accounts payable as they come due, increasing his debt holding, while external debt holders (Khoury and Fleisig) hold off on demanding payment. I figure this could go on through the end of March, when they file the 2023 10K.
2) Reverse split. Maybe another 10 or 15 to one. That gets the share price up temporarily, making the convertible preferred more attractive (assuming the 66.66 to 1 conversion rate still holds after the Reverse split).
3) Chapter 11 reorganization with a DIP lender (probably Wallach) getting the bulk of the new equity.
4) Chapter 7 liquidation. Not really likely, as no one gets paid (really quite scant tangible assets left to liquidate - debt holders will not get full repayment, and common shares wiped out).
5) Sold to another company? I doubt this. There's nothing really to buy, but a warehouse full of mirrors no one wants, and some plastic molds for the cutting board that will never be built (my opinion, but backed by consumer action).

So, what's it going to be? Maybe we'll know in another 2 months.

Looks like the web site error has been fixed.

Carry on!

capstoneconnected.com

Fatal Error
I wonder who is maintaining the CAPC websites these days. Seems to be a ?temporary? glitch on capstoneconnected.com

Gonna be hard to move those mirrors if people can't get to the website.

https://capstoneconnected.com/

What's the Hold-up on changing the share structure.

In May, CAPC voted to increase the A/S to 300M shares. It was filed with Florida SOS as a Corporate Amendment in June. It's now December, and CAPC still hasn't told its Transfer Agent about the change.



They can't move forward without recapitalization. They can't do that until they tell the Transfer Agent about the change. No one will lend them money. At some point Wallach is going to be tapped out on funds. At some point, Fleisig and Khoury are going to want their loans repaid. CAPC can't keep pushing out due dates indefinitely.

Of course, CAPC doesn't really have to file anything until end of March 2024, so, buckle in for a long cold CAPC winter.

End Of Year Sale! Everything Must Go!! Act Before Midnight!!!



Could raise some cash, but this is a liquidation of an asset at below (already written down) costs.

Company Performance updated for 3Q2023

Yes. It looks like death of the a company.
You have been the very few sceptics who tried to warn investors. Well done.
Where's Mikey?...He likes it. Was that a commercial?

Updated Profile on OTCMarkets

Now they just have to file 3Q10Q, and find a product that someone wants to buy.

Smart cutting board isn't cutting it. Mirrors dead and gone. Deep in debt. My guess is they've pushed out repayment yet again.

We'll find out for sure on 11/14.

OTCQB companies need to verify their Company Profile every 6 months

as a part of being on the OTCQB. CAPC last updated their profile in April. An update was due in October. Capstone hasn't done that, and OTCQB has removed the Verified Company Profile badge for CAPC.

Is Capstone just being lazy, or have they decided being on the OTCQB isn't worth the $15K annual fee?

Lazy, or out of cash, and no new funders can be found?

Oh, god, so you're trying that again?

How many Preferred B-1 shares are going to debt repayment? Each one represents 66.66 common shares that can be sold into the market.

3 Million debt to cover == 200 million common shares that eventually will be sold into retail. I don't think Wallach or Postal would be quick to convert, but you can be darn sure Fleisig and Khoury will want to monetize their debt repayment.

So, what are they owed? Fleisig is owed $340K plus 5% interest over two years. Debt comes due in April 2024. He's also owed $200K plus 5% interest over 18 months due November 1, 2023. Khoury is owed $200K plus 5% interest over 18 months due November 1, 2023. It adds up to about $800K. 800,000 Preferred B-1 shares convert into 53.4M common shares. Yeah, over a doubling of the O/S.

Would Fleisig and Khoury actually want Preferred Shares that convert at 66.66 common shares per dollar (1.5 cents per share)? Only if the price remains above 1.5 cents during the conversion and dumping.

Enter the stock promoters. They have another job to do.

Meanwhile, how does any of this raise the millions they need Today to build stupid smart cutting boards for retail sale by 3rd quarter (already 3 weeks past)?

I'll say again, the cutting board tablet idea is dumber than the smart mirror idea, and will sell about as well to consumers. Which is to say, hardly at all.

It’s nice knowing company directors are putting up their own money and never sold a single share

Thanks Mike - !!!

The Connected Chef is expected to be ready for formal introduction in quarter three of 2023, but the product has no purchase commitments from retailers as of second fiscal quarter of 2023. Further, the Company will have to raise funding to fund production costs, which funding may not be available to the Company.

https://www.sec.gov/ix?doc=/Archives/edgar/data/814926/000190359623000620/capc_10q.htm

How about this time around, we ignore the stock promoters, and focus on what the company has said and what the company has filed?

We're 3 weeks into the 4th quarter. No new financing has been announced (a material event for a company facing Insolvency). Further, the company owed Wallach $503.5K due Sept. 27, 2023, and $430K to Fleisig and Khoury due Nov. 1, 2023. Instead of having money to build the cutting board, they're deep in debt currently due.

Add to the top of this, the cutting board tablet is a dumber idea than the smart mirror was.

I think the cutting board will be a big hit. The mirror was overpriced, the cutting board is much more affordable and could be in many homes very soon !

Any Particular Reason Mike - ???

The Story so Far ...



In 3 weeks, they'll provide 3Q2023 results, and that can be added to the graph. I figure they're about -$3 million net tangible assets by now.

Wallach himself was due repayment of $500K as of last month. E. Fleisig and M. Khoury are due $400K plus interest as of 11/01/2023.

That money does not exist for repayment. So, who is going to pony up new cash? They need $4 million or so minimum to keep the CAPC story going.

Wallach is old and ready for retirement. Will he risk his retirement on this new Smart Cutting Board, after the complete failure of the Smart Mirror?

I wouldn't.

Have a great feeling here … $CAPC

In longs as casual me right direction hopefully they care more about there bumpiness business well high dollar values as well shareholders holding?

https://www.connected-chef.com/pre-register

Go get in line! Only $279! Act Before Midnight, so you don't forget!

Available for Holiday Season... doesn't specify which holiday, though.

OS + 816,167

As mentioned, the Transfer Agent has a different idea as to the OS for CAPC.

Well lets hope the dint do anything stupids? some EPs will comes in avoiding diction share holders interests outlining neutralization?

Wait for the Transfer Agent update.

CAPC bought back those shares in years past, but never canceled them. Transfer Agent still sees them as Outstanding.

Odd thing is the Transfer Agent hasn't updated OTCmarkets for September yet.

Other odd thing is company has been silent about their New Smart Cutting board, which was going to be on sale in Retail by August. Report of 8/14 says they haven't built any yet, as of 6/30/2023. Gonna be hard to sell what they haven't manufactured yet.

Other Other odd thing is company hasn't said a word about their brick and mortar sales test for the Smart Mirrors. Anyone catch sight of one in their favorite big box store?

What exactly has the company been selling since the dour 6/30/2023 filing? My guess is very little. Waiting on cash infusion.

OS - 816.167

🚨 CAPC

💰 0,0195
📈Outstanding Shares Updated:
🔴Old: 49.643.031 (2022-04-04)
🟢New: 48.826.864 (2023-09-12)
Difference: -1.6441% (-816.167)

AS: 56.666.667

What a joke

If you want one of those mirrors, better act fast.

They're gone from Amazon. Capstoneconnected.com won't allow you to add one to the cart.

Beachcamera.com still seems to allow you to buy one. Your mileage may vary.

Also, that Connected Chef cutting board/tablet was supposed to be for sale by August - Don't see where you can buy one.

Monday's 2Q2023 filing should be interesting.

Amendment to Increase A/S now on Sunbiz.

300,000,000 shares of which 295,000,000 are common and 5,000,000 are preferred. Now we wait to see how they dole those out to cover debt and raise new working capital.

Sunbiz amendment to Increase A/S filed on 6/22/2023



Sunbiz has updated their database for amendments through 6/21/2023 as of today, so it should appear tomorrow, my guess. No real new information, but now Capstone can follow through on re-capitalization. We'll get a better idea on dilution when they finally re-capitalize.

https://www.davincivirtual.com/loc/us/florida/deerfield-beach-virtual-offices/facility-1390

Virtual Office? That's good, right? From 4690 sq. ft. to a Mail box drop?

Given that there are only 3 employees and a couple of hourly contractors left in the company, this is a prudent corporate move.

Remember to thank a penny stock promoter for this one.

https://fcc.report/FCC-ID/2BAQRCAP-1815/

Not sure why they needed a new FCC grantee code; the mirrors were granted under 2A3GY. This is 2BAQR. Manufacturer is SHENZHEN JOYAR SMART MANUFACTURING TECHNOLOGY LIMITED, located in Shenzhen, China.

https://capstoneconnected.com/wp-content/uploads/2022/12/CONNECTED-CHEF-INFO-23.pdf

FORM 8-K CURRENT REPORT

https://www.sec.gov/ix?doc=/Archives/edgar/data/814926/000190359623000478/capc_8k.htm

Date of Report: June 19, 2023 (Earliest Event Date requiring this Report: June 14, 2023)

Item 4.01 Change in Registrant’s Certifying Accountant. On June 14, 2023, the Audit Committee of the Board of Directors of Capstone Companies, Inc (the “Company”) appointed Assurance Dimensions, Inc. (“Assurance Dimensions”) as Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, subject to normal and customary client engagement procedures. On the same day, the Audit Committee dismissed D. Brooks and Associates, CPAs, P.A. (“D. Brooks”) as Company’s independent registered public accounting firm. The Company’s Board of Directors ratified the appointment of Assurance Dimensions as Company’s independent registered public accounting firm on June 15, 2023.

The reports of D. Brooks on Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended in December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 through June 14, 2023, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related regulations between D. Brooks and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to D. Brooks’ satisfaction, would have caused D. Brooks to make reference to the subject matter of such disagreements in connection with its reports on our consolidated financial statements for such years; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided D. Brooks with a copy of the disclosures that the Company is making in response to Item 4.01 on this Current Report on Form 8-K, and requested that D. Brooks furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of D. Brooks’ letter dated June 15, 2023 regarding the above disclosures is filed as Exhibit 16 to this Current Report on Form 8-K.

During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 through June 14, 2023, neither Company nor anyone on our behalf consulted with Assurance Dimensions regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to Company’s consolidated financial statements, in any case where a written report or oral advice was provided to the Company by Assurance Dimensions that Assurance Dimensions concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.
Letter from D. Brooks & Associates, CPAs, P.A., dated June 15, 2023
EX-16 2 ex16.htm Exhibit 16
June 15, 2023
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Capstone Companies, Inc.
Commission File No. 0-28331

Dear Sir/Madam:
We have read the statements included under item 4.01 in the Form 8-K dated June 15, 2023, of Capstone Companies, Inc. to be filed with the Securities and Exchange Commission and we concur with such statements made regarding our firm. We have no basis to agree or disagree with other statements contained therein.

Text
Description automatically generated
D. Brooks and Associates CPA’s, P.A
Palm Beach Gardens, FL

$CAPC Introducing the Connected Chef™ Kitchen Tablet: Enhancing Cooking Experience While Ensuring Safety and Convenience

$CAPC Introducing the Connected Chef™ Kitchen Tablet: Enhancing Cooking Experience While Ensuring Safety and Conveniencehttps://t.co/cA0o7TSRIa

— TB (@tb97132232) June 9, 2023

https://www.connected-chef.com/

Capstone Launches New Website for the Connected Chef ™

https://www.otcmarkets.com/stock/CAPC/news/Capstone-Launches-New-Website-for-the-Connected-Chef-?id=403646

The Smart Mirror looked cool in January 2019, when it debuted at CES 2019

Three years later, when it finally shipped for sales, no one bought. They got around 100 mirrors into the hands of the public, with roughly half of those given away on the Kelly Clarkson show over 6 months ago. Since then, they've stopped promoting it. They made maybe 5-10 sales in the first quarter? Probably less than that in the quarter ending 6/30.

Smart mirrors have killed the company. Now they're doubling down with smart cutting boards. Only now, they have no money.

But, they have stacks of new shares that can be printed. Wait for the debt for shares deal.

Very tentative buying, and probably a good idea.

I think the thing looks cool. Hope Capstone does well with this device.

connected-chef.com

But, they'll need a different domain name, after their USPTO trademark request was denied.

Capstone Update Coming Soon pic.twitter.com/XzfLFMD3LL

— Capstone Companies, Inc. (@CAPC_Capstone) June 8, 2022

HOHO News , Latest Innovation: Connected Chef

https://www.otcmarkets.com/stock/CAPC/news/story?e&id=2544765

Management Effectiveness updated for latest quarter