Capstone Energy Plus, Inc.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, (the “Securities Act”) and the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). All statements other than statements of historical facts are forward-looking statements. These include statements that are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “strives,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “assumes” and variations of such words and similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are subject to risks, uncertainties, and assumptions that are difficult to predict, including, among others:

●our ability to execute on our evolving business model and strategy, including our ability to diversify and expand into the market for artificial intelligence (“AI”) solutions and data centers;

●our limited experience with respect to new markets we are entering, including the market for data centers;

●the significant risks related to our substantial indebtedness and our long-term liquidity requirements;

●risks related to our history of net losses and ability to raise additional capital and fund future operating requirements and expansion opportunities into the AI market;

●our ability to retain key personnel;

●the limited public trading market for our common stock on the OTC market; and

●other risks and uncertainties discussed in “Item 1A. Risk Factors” in this Annual Report on Form 10-K.

Actual results may differ materially from those expressed or implied by these forward-looking statements. We undertake no obligation to update any forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

All references in this Annual Report on Form 10-K to “the Company,” “we,” “us,” “our,” or “Capstone” are to Capstone Energy+, Inc and its consolidated subsidiaries, except where the context otherwise requires.

This Annual Report on Form 10-K (this “Form 10-K”) refers to our fiscal years ending March 31 as “Fiscal” years.