UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment #1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
[_] 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 small business issuer as specified in its charter)
|
Florida
|
84-1047159
|
|
(State or Other Jurisdiction of Incorporation)
|
(I.R.S. Employer No.)
|
350 Jim Moran Boulevard, Suite 120
Deerfield Beach, Florida 33442
(Address of principal executive offices) (Zip Code)
(954) 252-3440
(Small business issuer’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes _ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes __ No x
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 preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes x 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer __ Accelerated filer ___ Non-accelerated filer ___ Smaller reporting Company [X]
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes _ No X
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of March 10, 2014 was approximately $5,850,042.
Number of shares outstanding of the Registrant’s Common Stock, as of March 10, 2014, is 657,760,532.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE: The sole purpose for filing this Amendment Number 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, is to correct typographical errors in the certifications of the Principal Executive Officer and Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. As originally filed, the section 906 certifications made reference to the “Quarterly Report of Capstone Companies, Inc. on Form 10K for the year ended December 31, 2011”. This amendment corrects the typographical errors to make reference to the “Annual Report of Capstone Companies, Inc. on Form 10K for the year ended December 31, 2013”.
The typographical error has no material effect on the Reporting Company’s financial statements for the fiscal year ending December 31, 2013.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, CAPSTONE COMPANIES, INC. has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Broward County, Florida on this 17th day of October 2014.
CAPSTONE COMPANIES, INC.
Dated: October 17, 2014
By
/s/ Stewart Wallach
Chief Executive Officer and Director
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Capstone Companies, Inc. and in the capacities and on the dates indicated.
/s/ Stewart Wallach
Stewart Wallach
Principal Executive Officer
Director and Chief Executive Officer
October 17, 2014
/s/ Gerry McClinton
Gerry McClinton
Chief Financial Officer
Chief Operating Officer and Director
October 17, 2014
/s/ Jeffrey Guzy
Jeffrey Guzy
Director
October 17, 2014
/s/ Jeffrey Postal
Jeffrey Postal
Director
October 17, 2014
/s/ Larry Sloven
Larry Sloven
Director
October 17, 2014
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Capstone Companies, Inc. on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission (the “Report”), I, Stewart Wallach, Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Stewart Wallach
Stewart Wallach
CEO, Director
(Principal Executive Officer)
October 17, 2014
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Capstone Companies, Inc. on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission (the “Report”), I, Gerry McClinton, Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Gerry McClinton
Gerry McClinton
Chief Financial Officer, Director
(Principal Financial Officer)
October 17, 2014
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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