UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment Number 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, 2019
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 Registrant as specified in its charter)
431 Fairway
Drive, Suite 200
Deerfield
Beach, Florida 33441
(Address of
principal executive offices) (Zip Code)
(954)
252-3440, extension 313
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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 whether the registrant has filed a report on and
attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
[ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
emerging growth company or a smaller reporting company. See
definitions of "large accelerated filer", "accelerated filer",
"emerging growth company" 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] 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. [_]
Indicate by check mark whether the registrant is a shell Company
(as defined in Rule 12b-2 of the Exchange Act). Yes _ No x
As of
June 30, 2019 (the last business day of the registrant’s most
recently completed second fiscal quarter), the aggregate market
value of the shares of the registrant’s common stock held by
non-affiliates was approximately $3,895,813. Shares of the
registrant’s common stock held by each executive officer and
director and by each person who owns 10% or more of the outstanding
common stock have been excluded from the calculation in that such
persons may be deemed to be affiliates of the registrant. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes.
Number
of estimated shares outstanding of the Registrant's Common Stock,
$0.0001 par value per share, as of March 23, 2020, is
46,328,261
DOCUMENTS INCORPORATED BY REFERENCE
None
Explanatory Note:
This Amendment Number One (“Amendment Number 1”) to the Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 (as
filed with the Commission on 30 March 2020) (“Form 10-K Report”) by
Capstone Companies, Inc., a Florida corporation, (“Company”) is
being filed solely to: (1) include this Explanatory Note and a
signature page; (2) restate Item 9A Controls and Procedures of the
Form 10-K Report to read in its entirety as stated below; (3) file
Exhibits 31.3 and 31.4 to this Amendment Number 1; and (4) revise
Part IV, Item 15. Exhibits to reflect filing of Exhibits 31.3 and
31.4 to this Amendment Number 1. The revisions to Item 9A are made
to provide a statement about effectiveness of disclosure controls
and procedures and eliminate duplicative statement about
effectiveness of internal control of financial reporting. 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.
Item 9A of
the Form 10-K Report reads in its entirety as follows.
Item 9A CONTROLS
AND PROCEDURES.
Disclosure Controls and Procedures
The Company
maintains disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act) that are designed to ensure that
information that would be required to be disclosed in Exchange Act
reports is recorded, processed, summarized and reported within the
time period specified in the Commission’s rules and forms, and that
such information is accumulated and communicated to Company’s
management, including to Company’s Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
Pursuant to
Rule 13a-15 under the Exchange Act, Company’s management, including
Stewart Wallach, the Company’s Chief Executive Officer, and James
McClinton, the Company’s Chief Financial Officer, evaluated the
effectiveness of the design and operation of Company’s disclosure
controls and procedures as of December 31, 2019. Based on that
evaluation, Company’s Chief Executive Officer and Chief Financial
Officer determined that, as of December 31, 2019, the Company’s
disclosure controls and procedures were effective.
Internal Control over Financial
Reporting (as defined in Rule 13a-15(f) under the Exchange
Act)
Management's Annual Report on
Internal Control over Financial Reporting. Company management is responsible for
establishing and maintaining adequate internal control over
financial reporting for the Company. Internal control over
financial reporting refers to the process designed by, or under the
supervision of, Company’s Chief Executive Officer and Chief
Financial Officer, and effected by Company’s Board of Directors,
management and other personnel, to provide reasonable assurance
regarding the reliability of Company’s financial reporting and the
preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles, and
includes those policies and procedures that:
Company
management assessed the effectiveness of Company’s internal control
over financial reporting. In making this assessment, management
used the framework set forth in the report entitled “Internal
Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that
evaluation, Company management concluded that Company internal
control over financial reporting was effective as of December 31,
2019.
Because the
Company is a smaller reporting company, this Form 10-K Report does
not include an attestation report of Company’s independent
registered public accounting firm regarding internal control over
financial reporting. Company’s management's report was not subject
to attestation by Company’s independent registered public
accounting firm.
Management,
including the Company’s Chief Executive Officer and Chief Financial
Officer, does not expect that the Company’s internal controls will
prevent or detect all errors and all fraud. A control system, no
matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of
internal controls can provide absolute assurance that all control
issues and instances of fraud, if any, have been detected. Also,
any evaluation of the effectiveness of controls in future periods
are subject to the risk that those internal controls may become
inadequate because of changes in business conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
Changes in Internal Control over
Financial Reporting (as defined in Rule 13a-15(f) of the
Exchange Act)
During the
fiscal quarter ended December 31, 2019, there were no changes in
Company’s internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect,
Company’s internal control over financial reporting.
Except as stated above in Explanatory Note and under restated Item
9A, this Amendment No. 1 speaks as of the original filing date of
the Form 10-K Report, does not reflect events that may have
occurred subsequent to the original filing date of the Form 10-K
Report and does not modify or update the disclosures made in the
Form 10-K Report.
Part
IV
Item 15.
Exhibits, and Financial Statement Schedules Reports
(a) The following documents are
filed as part of this Report.
(3) Exhibits required by Item
601 of Regulation S-K (1)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
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)
