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
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.
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 [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
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)
