Capstone Companies Inc (QB) (CAPC) News

I'm not expecting the reverse merger till 3rd quarter, but what are the odds we get an update at the end of Q1?

It's 90 days to sell once the Restricted Legend is temporarily removed. It's because CAPC was once a shell company, I believe.

The 22 million still Restricted are most likely insider's shares.

hmm. interesting. So it's saying there are about ~22M shares still restricted. So some of those could be shares that were once unrestricted and then moved back to restricted because they weren't sold in a certain period? Is there anyway to tell how many of those 22M shares restricted could still come to the market?

How do you know the length of time allowed to sell unrestricted shares? Couldn't find that anywhere.

And thanks for the securities lesson

OTC Markets has a breakdown between Restricted and Unrestricted stock

2.5 million shares were added to the Restricted count in April 2021 when the private placement occurred. As the shares were un-restricted for sale, they moved over to the Unrestricted count (decrement Restricted, increment Unrestricted).

It's important to note that the removal of the Restricted Legend on the shares is a temporary situation. The shares need to be sold into the market, or they re-restrict after period of time.

This is interesting information.

How do you track when the restricted stock is sold? Is this disclosed somewhere?

The last 500+K restricted shares from the 2021 private placement were finally unrestricted.

2.5 million shares were sold for 60 cents per share. About 2 million shares were unrestricted and sold since 2021. Should be done now.

They probably hit the market on Feb. 7th, the 3M volume day. The holders of the restricted stock have a limited amount of time to sell before they re-restrict.

You can say what you want about Stewart Wallach, but he wants this to succeed more than anyone and he's never purposely screwed over investors.  People forget he put in almost an additional $1 million of his own money when the company should've declared bankruptcy to keep this thing on life support.  He's also the biggest shareholder so he had skin in the game.  If he's to recoup any of the money he put into CAPC, this reverse merger has to materialize. This will happen!  Everything is lining up!  I just don't foresee it completing till the 3rd quarter per the most recent PR.

Wallach led the charge to keep CAPC on the OTCQB

https://www.sec.gov/Archives/edgar/data/814926/000190359625000069/xslF345X05/ownership.xml
https://www.sec.gov/Archives/edgar/data/814926/000190359625000070/xslF345X05/ownership.xml

CAPC faced being kicked to the Pinks for Bid price deficiency. Some timely buying by Wallach, starting in September 2024 lifted the stock back to a penny+. It seems clear that Coppermine desires an OTCQB shell.

I'm not entirely sure why these purchases weren't reported on Form 4 as they occurred.

Edit: Ahh, $10,000 worth or less, in a 6 month period, is eligible for reporting on Form 5, due within 45 days of the end of the fiscal year.

3 million in volume in one day...at least people are watching!  Wow!  I expect a bit of ride going into 3rd quarter.  I know we all feel the underlying excitement brewing...it's coming!

Great post, I fully agree, needs sticky note.

Thanks for sharing.

After that recent news time is one of the factors before a merger with them takes place.

I added more today in the .03 range!

Adding huge !!!

After reading the 8k's, I'm 100% confident the reverse merger will take place.  Based on yesterday's PR, I just don't see it happening till later this year...hence, the extension.  Jacobs had no incentive to increase the funding and to extend the deadline through Q3 unless he plans to follow through.  Remember, many time consuming things must happen first.  He owns multiple companies.  He probably has to decide how many, if not will all of them be rolled over.  Documents and proxy statements must be submitted to the SEC, company must remain current with SEC, companies on both sides of the merger need 2 years of financial audits, etc.  As far a shell companies come, CAPC is as good as it gets.  Low share structure, debt cleaned up, ex-CEO is largest shareholder so he has skin in the game. and all SEC filings are current with the OTCQB. This will be a huge success and has potential to be a huge regional or national fitness chain.  So yes...third time is the charm!

Can lighting strike three times?

1) Generators-roof tiles for China (right after hurricane Andrew I believe) $
2) Hype...mirror launch (meme stock) $$$
3) Merger with a real company ???

Let's see this one play out.

Fortunate that I actively traded this during all three events.

Third Time a Charm?

Yeah...the new CEO, Jacobs, is throwing a ton of cash in this to keep the shell current.  My guess is they are working on getting everything inline for the SEC such as 2 years of audited financials.  They are definitely showing their hand.  They will complete the reverse merger.  The already stated the new product line is their current product line, the new board members are strategic picks to aid in their expansion to other states and they are funding the company to keep it current.  This is a no brainer.  Just wish it was complete already.

Nice thoughts, I like the potential here. I have been holding a while 1000% up

With much recent news has been getting accumulated slowly moving upward with potential. Nice charts and technicals and ss.

Another low floater I have too holding since bottom is $nich

What would you like to see or hear from the company right now?

I guess the issue is, there isn't really a company right now. There's a shell (CAPC), and there's a group that desires to reverse merge into that shell (Coppermine, et al).

The final chapter on Capstone Companies, Inc (CAPC) will be written in the 10K. Outstanding issues to resolve: writing off the plastic molds for the Connected Chef, carried on the balance sheet as a capital asset (about $40K), and settling the Mouhaned Khoury loan ($200K plus interest, in Default).

The reverse merger, if it happens, is in 1Q2025, and will be announced if/when it happens. For it to happen, Coppermine investors have to buy a controlling interest in CAPC. To do that, in my opinion, they'll buy the B-1 shares from Wallach, Postal, Wolf, and Fleisig. That will give them control of 50 million when-converted shares, a bit over 50% of the fully diluted O/S.

What Coppermine does with the company and the share structure will be evident after the reverse merger happens.

General question:


What would you like to see or hear from the company right now?

Truthfully, that's what I'm looking at in the long game.  I see a reverse merger, expansion across multiple states as planned, uplisting to the Nasdaq and then being bought out by Lifetime or another national chain.

If Coppermine does a reverse merger into this, the closest publicly traded company analogy I can find would be Life Time Group (LTH) which has 177 fitness centers and a market cap of $5.9B. Divide that by 177 and you get about $33M per center.

Not saying that Coppermine centers are anywhere as good, or generate the same level of revenue as LTH (I've never seen one), but a 1-1 comparison would value the company at $627M (with the current 19 centers). Even if they were valued at half of LTH centers it would put this company at $313M.

That's like 100x from here.... or 50x fully diluted.

Brian Rosen, Commercial Strategy Senior Executive, Appointed as Director of Capstone Companies, Inc.
Capstone Companies, Inc. (OTCQB: CAPC) announced today the appointment of Brian Rosen as a non-employee director, effective January 20, 2025.Mr. Rosen has extensive experience in marketing, business development, contract negotiation and government relations as well as experience as a member of two public companies’ management. He served as Senior Vice President, Global Market Access, Public Policy & Alliances (2021 - 2023), Senior Vice President, Commercial Strategy (2018 - 2021) and Vice President, Market Access, Policy, & Government Affairs (2015 - 2017) with Novavax, Inc. (NASDAQ: NVAX). Before Novavax, Inc., Mr. Rosen served as Chief Policy, Advocacy & Patient Services Officer (2014 - 2015), Senior Vice President, Public Policy (2013 - 2014) and Vice President, Legislative and Regulatory Affairs (2012 - 2013) for the Leukemia & Lymphoma Society,Washington, D.C. He also has a J.D. degree from Hofstra University School of Law.“Brian is skilled at pursuing new business opportunities and developing resulting revenue streams and in negotiating contracts. He has a record of accomplishment in the pursuit of revenue generating opportunities. I believe his skills, coupled with government relations and public company experience, will prove valuable to Capstone Companies’ efforts to establish a new business line and pursue a growth strategy for year-round social, fitness and health programs and facilities,” said Stewart Wallach, Chair of the Company’s Board of Directors.

My guess is they'll get a dollar per preferred B-1 share

(the liquidation preference) when they sell the controlling block to Coppermine principals. That will be the change of control that Coppermine needs to follow through with the reverse merger.

Ah, ok. That makes more sense.

You're right. Made a typo… it was $3.6M (but it still comes to $4.88/share).

By 'Par', I meant the $1 liquidation preference value.

Perhaps 'par' was the wrong term.

The shares are 'locked-up', except for certain conditions. A sale in a reverse-merger would be one of those conditions.

The debt forgiven was $3,665,303.

huh? Why would the current holders of the B1 shares sell at par (.0001)? They just forgave $6.6M in debt for them (~4.88 per share).

Also there is a 1 year lock up for transfer and conversion of the B1 shares.

Preferred B1 shares don’t have voting power

They convert into 50 million common shares. Not coincidentally representing a bit over half of the fully diluted OS, for voting control of the shell.

The holders of the Preferred B-1 will sell to Coppermine principals, or Coppermine will walk away, my opinion. It's the best deal the debt holders could get. The alternative is all shares are worthless in a defunct company.

Most likely scenario is for Alexander Jacobs to have the company issue shares to purchase his Coppermine company. He owns 19 sports facilities
“ As CEO, Mr. Jacobs will focus on developing a new business line and revenue generating operations for the Company by internal development, mergers or acquisitions, strategic or joint venture relations”

Preferred B1 shares don’t have voting power

The problem with this current valuation for the shell

is NewCo has no equity in it. Roughly 100 million shares or $7 million market cap represent the OldCo.

That's really pricey for a shell, in my opinion. Here's what I think will happen:

NewCo investors will buy the outstanding Preferred B1 shares at par, a $750K investment. That will give them voting control. $750,000 is probably a fair price for a clean, reporting shell.

At that point, I can see them doing a reverse split to reduce OldCo shareholders' equity in NewCo. Then, roll in assets and business for more equity, either preferred or common.

Ticker/name change when all this is done.

You're not buying the stock for today's balance sheet.  That's the whole point to all of this...getting in at Ground Zero. You're buying for the completion of a reverse merger with Coppermine that is a successful, pre-existing company that has millions in revenue. Hence, the excitement for the company and todays board appointee whose appointment indicates a massive expansion plan.  Coppermine currently has 20 locations and 700+ employees.  They want to expand to 5 more states in the immediate future.  This is what you're buying!  This is what you'll get when a reverse merger is completed. The only thing this new company will have in common with the old CAPC is the ticker.

Fully diluted it would have a MC of ~ $6 - $7M

This stock is an OTC unicorn!!! Just getting started! I foresee a 10X+ stock moving forward.  This is a ground level buying opportunity!

Looks like the volume is picking up nicely.
What is the value of CAPC?

Welcome to pennyland.

I tried for some .02 - .021 today no one sold to me.

I agree!

Nice volume today with recent filings I would have bought more if I saw them. Just caught up on reading.

I only have a small position. I think this can go one of many ways and I see potential. IMO I have some hope and patience.

I like my chances here. With the new guy, debt cancellation, ss, and potential reverse merger or new company etc.

So, I did my research on this company last week and many of your "assumptions" are incorrect. However, I closed all those windows and don't care enough to go research all this twice.
As for the office, this is their address of record, which IS in fact a virtual office.....

Number 144-V, 10 Fairway Drive
Suite 100
Deerfield Beach, FLORIDA, 33441
United States

How in the world can you consider a 1 cent stock to be an "investment"? Right now the company is nothing.

Capstone Companies, Inc. is a blank check company. The Company is seeking to establish a new business line and revenue generating operations through internal development, merger, acquisition or a combination of those actions. The Company has no revenue generating operations.

So, you own a stock that has just changed hands to a VC (which he is) and owns a private company, which, the only reason he would EVER include it into his now public shell is to dump debt on the shareholders. If he's so successful privately, what does he need a ton of shareholders for? What do you bring to the table at a penny a share? Use your head.
And everyone knows, in the penny world, the only reason to buy an empty shell is to reverse split into. You couldn't care less about any existing shareholders...other than to get them pumping for you.
So, its just another pump and dump candidate, with the only reason to be buying is to dump your stock before the other posters on penny stock websites do.
So, Mr. Investor...what's your time frame to hold this stock?
The last board you spent any time on, PZOO, the stock went to zero

You are correct.  I went off of what was told to me. I just read the financials on Edgar and your calcs are right.

In fact, to break even on his debt would be a share price would have to be converted at $4+.

Check your math. It's wrong. I calculate 7.33 cents to 'break even' on what's owed.

George Wolf was owed $336,875. He converted that to 68,939 Series B-1 shares, which convert to 4,595,473 common shares.

$336,875 / 4,595,473 ~ .0733 per share.

So, after the debt conversion, fully diluted there will be 99+ million shares representing the empty shell. I think you're looking at a reverse split before any new investor extends a lifeline to this dead, failed company. At a penny per share, the shell might be a bit overvalued. What's a clean shell go for these days? $500K? More? Less? Remember, Jacobs is already fronting 300 or 400K to keep the shell afloat through March.

Possibly, the new investors will buy out Wallach's, Fleisig's and Postal's B-1 shares, giving them voting control.

No, I'm not a pumper, but I am an investor who excited about the future.  You did make some incorrect statements.
1) The HQ is not a virtual office.  It was a physical location with a warehouse when they sold lights and smart mirrors.  That company, which many invested in originally, went belly up.  They liquidated all the product.  Essentially, Capstone ceased to exist the last couple of years.  They never declared bankruptcy though.  Instead, the prior owner/ceo, Stewart Wallach, was behind the scenes looking for a suitor to essentially take over his company.  Let's call a spade a spade.  Capstone became a shell company that still maintained its current OTCQB status and they were looking for a potential reverse merger.

2) The debtors did not go from debtors to major shareholders.  The debtor was the previous owner/ceo and he was already the largest shareholder.  This action cleans up the debt on the balance sheet for the new company.  They also put restrictions on when and how much he could sell.  In fact, to break even on his debt would be a share price would have to be converted at $4+.  Additionally, OS is still approximately only 50 million shares and Float under 30 million shares after all this.

3) The new ceo is NOT a VC.  He is the owner and ceo of Coppermine, a large sports/fitness equipment company with 20 locations and  700+ employees.  As for not including his business under the Capstone umbrella, that has yet to be determined.  We have to wait and see.  He never said he was or was not.  He did say he would like to expand his company to 5 other states.  If he wanted to do that as a private company, why would he assume ceo of shell public company like Capstone?  Think about it.  Furthermore, we don't know who the 2 new BOD appointees are yet.  Buddies are huge assumption.  My experience tells me that if it were 2 "buddies" they'd be appointed already.   The fact they haven't been appointed yet, leads me to believe he's looking for strategic partners to help expand Coppermine or a new venture.  Remember the new CEO is a very successful entrepreneur and business owner.  He has no connections to any type of public company and definitely no indications he would partake in any ponzi schemes or pump and dumps.  His history and resume say just the opposite!

4) A reverse split is definitely not needed to survive.  Hence, cleaning up the balance sheets of all debt.  If Jacobs decides to complete a reverse merger with CAPC, he could be bringing in a successful multi-million revenue generating company.  The balance sheets definitely remain an issue, but they have options.  Converting the largest debt to shares with restrictions on conversion was a good decision for now. Wallach has never sold a share, even at $1.70.  He is not the type of guy who would screw over shareholders.  A true rarity in the OTC.  

How can you not see this as a buy and hold?  More things are lining up on the buy side then the sell side.  Nothing wrong with a small position until any potential reverse merger or business is announced as nothing is confirmed yet...just connecting the dots.  If a reverse merger is announced over the next few months and Coppermine goes public, it would be a 10X company for sure.  If reverse merger is not announced, I firmly believe Jacobs is the right CEO to turn this company around.  Either way I like what the future holds as of now.  I would never tell anyone how to invest.  All I would suggest for this stock is at minimum add it to your "Watch List".  

So, spending a modicum of time looking into this company....
Their HQ us a virtual office near Boca Raton (for some reason, the home for so many scam companies)
They've taken the old officers out and given them a bunch of convertible shares for future use, which they can start selling in 3 months. So it looks like your old officers will go from debtors to large shareholders who can dump at their discretion.
They brought in a new CEO who is a VC in Maryland. Is not including his present company into yours, but will most undoubtedly give you all any of his debt from his private company.....oh yeah, and he gets to name his own buddies to TWO chair seats on the board of your company.
They've recently raised your OS and almost HAVE TO do a reverse split to survive.

Are you paid to pump this stock or are you doing it to get out from under your losses?

CONFIDENCE BOOSTER!!!


The new company issues Wallach Series B-1 shares in exchange for almost $2 million debt owed to him. 1) Company is clearing out debt 2) Wallach is already largest shareholder so no reason to sell & 3) to break even the share price will have to hit $4+.

December 18, 2024 08:00 AM Eastern Standard TimeDEERFIELD BEACH, Fla.--(BUSINESS WIRE)--Capstone Companies, Inc. (OTCQB: CAPC) (“Company”) announced today a new strategic focus to develop and operate in-person sports-entertainment recreational centers to provide social and health benefits to children, families and adults through sports, exercise, and social group activities.“The challenge for the Company in 2025 is to fund and then execute the new strategic plan.”Post thisUnder the new strategic focus, the Company will seek to develop and operate facilities offering popular competitive sports, such as pickleball and padel, coupled with a food-drink and entertainment center suitable for social activities: birthday parties, corporate events, graduation celebrations and post-school or summer activities. Entertainment may consist of a combination of a small live music stage, sports bar with large screen televisions, and interactive sports video gaming area. The addition of a soccer or other competitive sports field may be added to host corporate or league sponsored tournaments. The centers would be designed to be a social and community activities magnet for the locality. The initial geographic focus for the new strategic plan will be Virginia, North Carolina, Georgia, Florida and New Jersey.With the Company’s new Chief Executive Officer, Alexander Jacobs, having extensive experience in developing and operating sports entertainment recreational centers for children, adults and families, and being tasked with developing a new business line for the Company, the strategic focus on sports-entertainment center industry is deemed by the Company as the most promising path to creating a new business line for the Company.“The sports-entertainment industry is an expanding industry with promising opportunities for new ventures with the right concept and competent execution. We intend to develop a concept that can be rolled out on a regional or national basis. Our ability to develop and execute the new strategic plan will require adequate, timely, and affordable funding, possibly coupled with a strategic partnership or merger with another company capable of financially supporting our strategic initiative,” said Alexander Jacobs, the Company’s CEO. “The challenge for the Company in 2025 is to fund and then execute the new strategic plan.”The Company has not secured third party funding or entered into any agreement for a strategic partnership or merger as of the date of this press release. The Company is currently seeking additional directors for the Company’s Board of Directors and other personnel to assist in the efforts to secure funding and to implement the new strategic plan.As previously announced, Coppermine Ventures, LLC (“CVEN”), which is owned and managed by Alexander Jacobs, provided $125,914 in working capital funding to the Company under an Unsecured Promissory Note in October 2024 and is obligated to provide $218,640 additional working capital funding to the Company under an October 31, 2024, Management Transition Agreement (“MTA”) through the first fiscal quarter of 2025. CVEN funded $50,018 of the MTA funding amount in late November 2024. Funding under the MTA is in return for right to nominate appointees for CEO position and two board seats, which appointments are subject to verification of nominees’ qualifications to serve in those positions by the Company’s Board of Directors and is not a loan or consideration for any equity interest in the Company. The financial commitments of CVEN do not extend beyond the funding stated in this paragraph. The Company is seeking, and will require, additional third-party funding for the new strategic plan and to cover essential corporate overhead funding for the remainder of 2025 in order to sustain the Company as a going concern.The Company’s former business line of consumer products was closed in 2024 due to insufficient sales and the Company has no current revenue generating operations. Developing and pursuing a new business line will require adequate, timely and affordable third-party funding, which the Company may not be able to secure. Without revenues, the Company needs to develop a new business line with revenue generating operations to sustain the Company as a going concern. There is no assurance that the Company can secure third party funding, a strategic partnership or a merger, or otherwise implement the new strategic plan.

https://www.businesswire.com/news/home/20241210137772/en/Capstone-Companies-Inc.-appoints-a-new-Chief-Executive-Officer-to-Develop-New-Business-Line

December 11, 2024 08:00 AM Eastern Standard Time