CAPSTONE COMPANIES, INC.

Previous wording

This Form 10-Q contains forward-looking statements that are contained principally in the sections describing our business as well as in “Risk Factors, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. All statements other than statements of historical facts contained, or incorporated by reference, in this Form 10-Q, including, without limitation, those regarding our business strategy, business development efforts, financial position, funding prospects, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations, our ability to weather the impacts of the any pandemic or similar event, financing opportunities, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures are forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” in our latest 2024 Annual Report. In some cases, you can identify forward-looking statements by terms such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “would”, “hope” and similar expressions (including the negative and variants of such words). Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to various risks and uncertainties. Given these uncertainties, a reader of this Form 10-Q should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this Form 10-Q are made as of the date of filing this Form 10-Q. You should not rely upon forward-looking statements as predictions of future events or results. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Examples of these risks, uncertainties and other factors include, but are not limited, to the impact of:

Current wording

This Form 10-Q contains forward-looking statements that are contained principally in the sections describing our business as well as in “Risk Factors, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. All statements other than statements of historical facts contained, or incorporated by reference, in this Form 10-Q, including, without limitation, those regarding our business strategy, business development efforts, financial position, funding prospects, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations, our ability to weather the impacts of the any pandemic or similar event, financing opportunities, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures are forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” in our 2025 Annual Report on Form 10-K. In some cases, you can identify forward-looking statements by terms such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “would”, “hope” and similar expressions (including the negative and variants of such words). Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to various risks and uncertainties. Given these uncertainties, a reader of this Form 10-Q should not rely upon forward-looking statements as predictions of future events or results or place undue reliance on forward-looking statements. The forward-looking statements contained in this Form 10-Q are made as of the date of filing this Form 10-Q. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Examples of these risks, uncertainties and other factors include, but are not limited, to the impact of:

Previous wording

· Company has no product line or operations generating sufficient revenues to sustain corporate operating overhead and has relied on loans or advances from related parties to sustain basic executive operations, which funding is not assured to fund those operations past the third fiscal quarter of 2025. If Company cannot find outside funding to develop and promote a new product line or acquire a new business line in fiscal 2025, the Company may lack sufficient funds to sustain operations in 2026.

Current wording

● Company has no product line or operations generating sufficient revenues to sustain corporate operating overhead and has relied on loans or advances from related parties to sustain basic executive operations, which funding is not assured to fund those operations past the third fiscal quarter of 2026. If the Company cannot find outside funding to develop and promote a new product line or acquire a new business line in fiscal 2026, the Company may lack sufficient funds to sustain operations beyond 2026.

Previous wording

· Company needs to find third party funding to fund the development, marketing and acquisition of any new product line or new business line that generate sufficient revenues to support sustained corporate opeations. Since the Company lacks hard assets suitable for asset financing, has revenue generating operations that are not currently producing sufficient or any revenues to sustain operations into 2026, and has significant debts, and as the Common Stock has a low market price and limited liquidity, third party funding may not be available to produce and promote a new product line or a new business or to sustain operations into 2026.

Current wording

● Company needs to find third party funding to fund the development, marketing and acquisition of any new product line, operation or new business line that generate sufficient revenues to support sustained corporate operations. Since the Company lacks hard assets suitable for asset financing, has revenue generating operations that are not currently producing sufficient or any revenues to sustain operations into 2026, and has significant debts, and as the Common Stock has a low market price and limited liquidity, third party funding may not be available to produce and promote a new product line or a new business, or acquire an operation, or to sustain operations into 2027.

Previous wording

· Company may be unable to acquire a new business line or acquire a new business line that is able to fund the overhead necessary to maintain the Company as a public company into 2026.

Current wording

● Company may be unable to develop or acquire a new business line or operation that is able to fund the overhead necessary to maintain the Company as a public company into 2027.

Previous wording

· The debt obligations, if not resolved or restructured, may pose a hinderance to developing a profitable new product line or acquisition of a new business line, or sustaining operations into 2026. The Company is uncertain about whether it could restructure or resolve its debt obligations, whether in connection with business development or otherwise.

Current wording

● The debt obligations, if not resolved or restructured, may pose a hindrance to developing a profitable new product line or acquisition of a new business line, or sustaining operations into 2027. The Company is uncertain about whether it could restructure or resolve its debt obligations, whether in connection with business development or otherwise.

Previous wording

· The Company may be unable to restructure or resolve all or most of its debt obligations in any transaction for acquisition of a new business or business line, or to fund production and promotion of any new product line.

Current wording

● The Company may be unable to restructure or resolve all or most of its debt obligations in any transaction for acquisition of a new business or business line, or to fund production and promotion of any new product or business line.

Previous wording

It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial, or which are unknown as of the date of the filing of this Form 10-Q.

Current wording

It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial as of the date of the filing of this Form 10-Q but subsequently become material risks, or which are unknown or not foreseeable as of the date of the filing of this Form 10-Q.

Previous wording

The challenge facing the Company is to acquire a new business line, or to establish a new profitable product line, whether the licensing of the Connected Chef or another product line, before the cost of marketing and penetrating a new product marketing company impose unsustainable financial burdens and losses on the Company. The License Agreement for the Connected Chef was terminated by mutual agreement of the Company and Licensee during the first week of November 2025, as a result of the prospective Chinese OEM refusing to produce a product developed by an American company. Consequently, the Company and Licensee ended the License Agreement during the first week of November 2025. The Company is not considering further efforts to license the Connected Chef as of the date of the fling of this Form 10-Q, but the Company may reconsider efforts to license the Connected Chef if trade relations between the U.S. and China improve, or an OEM who does not require upfront money and located outside of China can be located by the Company.

Current wording

The License Agreement for the Connected Chef was terminated by mutual agreement of the Company and Licensee during the first week of November 2025, as a result of the prospective Chinese OEM refusing to produce a product developed by an American company. Consequently, the Company and Licensee ended the License Agreement during the first week of November 2025. The Company is not considering further efforts to license the Connected Chef as of the date of the fling of this Form 10-Q, but the Company may reconsider efforts to license the Connected Chef if trade relations between the U.S. and China improve, or an OEM who does not require upfront money and located outside of China can be located by the Company.

Previous wording

Even if a new business is acquired or developed, there can be no assurance that it will produce revenues to sustain corporate operations. No assurances can be given that any new management members or funding by Coppermine will in fact result in a new business line for the Company or cover all future operating expenses of the Company for fourth fiscal quarter of 2025 or into 2026. The financial commitment under the New Note extends only through the third fiscal quarter of 2025 and, if Coppermine does not provide additional funding after the third fiscal quarter of 2025, or a new source of funding is found, or the Company does not develop revenue generating operations producing sufficient working capital prior to the end of the fourth fiscal quarter of 2025, then the Company will need to obtain a new source of working capital funding for operating expenses after the fourth fiscal quarter of 2025 in order to sustain operations and efforts to develop a new business line. The Company does not have an alternative source of working capital funding to funding by Coppermine as of the date of the filing of this Form 10-Q and is uncertain about whether it can obtain any alternative funding.

Current wording

Even if a new business or operation is acquired or developed, there can be no assurance that it will produce revenues sufficient to sustain corporate operations. No assurances can be given that any new management members or additional funding by Coppermine or eBliss, which additional funding is not anticipated by the Company, will in fact result in a new business line or operation for the Company or cover all future operating expenses of the Company through 2026 or into 2027, or support any new business line or product or services. The Coppermine Note, as most recently amended on January 5, 2026, matures December 31, 2026, and Coppermine has committed to lending a total of $558,191 in working capital funding through December 31, 2026. In addition, on March 4, 2026, the Company issued the eBliss Note, a $250,000 unsecured working capital loan from eBliss Global, Inc. that includes a 90-day ‘no shop’ provision (with eBliss having exclusivity for the first 60 days). If Coppermine does not provide additional funding beyond its current commitment, the Note proceeds prove insufficient, no superior third-party proposal or definitive transaction with eBliss is consummated, a new source of funding is not found, or the Company does not develop revenue generating operations producing sufficient working capital prior to the end of fiscal 2026, the Company will need to obtain a new source of working capital funding to sustain operations and any efforts to develop or acquire a new business or business line in 2027. The Company does not have an alternative source of working capital funding to funding by Coppermine and eBliss as of the date of the filing of this Form 10-Q and is uncertain about whether it can obtain any alternative funding or receive any additional funding from Coppermine or eBliss. As of the date of the filing of this Form 10-Q, there is no indication of any additional funding from Coppermine or eBliss.

Previous wording

Even if the Company locates a new business or business line to develop or acquire, the Company may lack the funding necessary to consummate the development or acquisition of a new business line or to sustain that business line. Further, the low market price and liquidity of the Company’s Common Stock, the Company’s status as a ‘penny stock company’ under SEC rules, the status of the Company as a company without operations producing sustain, sufficient or any revenues to fund overhead as of the date of the filing of this Form 10-Q, and the costs of and regulatory requirements for consummating an acquisition with another company or for a new business and the limited working capital funding available to the Company are factors adversely affecting the Company’s ability to develop or acquire a new business line. The Company requires adequate, affordable and timely funding to acquire and operate a new business line with revenue-generating operations and such funding may not be available to the Company at all or in sufficient amounts.

Current wording

Even if the Company locates a new business or business line to develop or acquire, the Company may lack the funding necessary to consummate the development or acquisition of a new business line or operation, or to sustain that business line or operation. Further, the low market price and liquidity of the Company’s Common Stock, the Company’s status as a ‘penny stock company’ under SEC rules, the status of the Company as a company without operations producing sustain, sufficient or any revenues to fund overhead as of the date of the filing of this Form 10-Q, and the costs of and regulatory requirements for consummating an acquisition with another company or for developing a new business, and the limited working capital funding available to the Company are factors adversely affecting the Company’s ability to develop or acquire a new business or business line. The Company requires adequate, affordable and timely funding to acquire or develop and to operate a new business line with revenue-generating operations and such funding may not be available to the Company at all or in sufficient amounts or on affordable terms and conditions.

Previous wording

As an ongoing strategic plan, the Company intends to develop or acquire a new business line that is not involved in the production of consumer products that are discretionary purchases for consumers, which was the Company’s prior business line. The shift in focus is due to the low profit margins typically provided by those consumer products; the funding needed for developing, producing, warehousing and marketing those consumer products; the Company’s lack of an effective e-commerce operation; reliance on bulk orders by a limited number of retailers for those consumer products; and vulnerability of those consumer products to changing consumer preferences and retailers’ buying preferences. The Company also lacks the funding and internal resources to respond to those changes in consumer preferences and product technology.

Current wording

As an ongoing strategic plan, and subject to the restrictions in the No Shop Period, the Company intends to develop or acquire a new business line or operation that is not involved in the production of consumer device or appliance products that are discretionary purchases for consumers and have relatively low profit margins, which was the Company’s prior consumer product business line. The shift in focus is due to the low profit margins typically provided by those lower-end consumer products; the funding needed for developing, producing, warehousing and marketing those consumer products; the Company’s lack of an effective e-commerce operation; reliance on bulk orders by a limited number of retailers for those consumer products; and vulnerability of those consumer products to suddenly changing consumer preferences and retailers’ buying preferences. The Company also lacks the funding and internal resources to respond to those changes in consumer preferences and product technology.

Previous wording

The Company is a “penny stock” company under Commission rules and the public stock market price for our common stock is impacted by the lack of significant institutional investor and any primary market maker support. Investment in our common stock is highly risky and should only be considered by investors who can afford to lose their investment and do not require on demand liquidity. Potential investors should carefully consider risk factors in our SEC filings. The Company’s common stock lacks the primary market maker and institutional investor support to protect the public market from being unpredictable and volatile. Investors may not have liquidity or desired liquidity in our common stock as an investment. With the lack of any revenues and revenue generating operations, and lack of any funding covering anticipated future overhead, and the doubt as a going concern, any investment in the Company’s common stock is highly risky.

Current wording

The Company is a “penny stock” company under Commission rules and the public stock market price for our common stock is impacted by the lack of significant institutional investor and any primary market maker support. Investment in our common stock is highly risky and should only be considered by investors who can afford to lose their investment and do not require on demand liquidity. Potential investors should carefully consider risk factors in our SEC filings. The Company’s common stock lacks the primary market maker and institutional investor support to protect the public market from being unpredictable and volatile. Investors may not have liquidity or desired liquidity in our common stock as an investment. With the lack of any revenues and revenue generating operations, and lack of any funding covering anticipated future overhead, and the doubt as a going concern, any investment in the Company’s common stock is highly risky in terms of liquidity and risk of loss of investment.

Previous wording

The above risk factors are not exhaustive and new risks may emerge from time to time. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. There may be risk factors that we cannot anticipate or foresee. These forward-looking statements speak only as of the date made. These forward-looking statements should not be rlied upon as representing Company’s assessments and assumptions as of any date subsequent to the date of this Form 10-Q. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions, or circumstances on which any such statement was based, except as required by law.

Current wording

The above risk factors are not exhaustive and new risks may emerge from time to time. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. There may be risk factors that we cannot anticipate or foresee. These forward-looking statements speak only as of the date made. These forward-looking statements should not be relied upon as representing Company’s assessments and assumptions as of any date subsequent to the date of this Form 10-Q. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions, or circumstances on which any such statement was based, except as required by law.

Previous wording

Connected Chef Product Line. During 2023, the Company developed the Connected Chef, which is a purpose-built kitchen tablet with an accessory platform to accommodate food prep accessories such as a cutting board. The Connected Chef has Google mobile service allowing for pre-installation of specific Google applications including Playstore, voice assistant, and YouTube. The ability of the Company to promote any new, related “connected” consumer products was dependent on securing adequate, affordable and timely funding from lenders and investors, which the Company was unsuccessful in obtaining over the last few years. On March 21, 2025, the Company executed a License Agreement with a company (“Licensee”) based in the United Kingdom. The Licensee received a limited, exclusive, non-transferable, worldwide license to promote, market, sell, distribute, produce and manufacture Connected Chef. Under the License, the Company would have received a license fee of $15 for each Connected Chef sold and received by a buyer. Promotion, marketing and sale of the Connected Chef was to be subject to finalizing production arrangements with the prospective Chinese OEM for the Connected Chef. The term of the License was 5 years plus one (1) year, post-termination extension to permit sell off of any inventory. As of the date of this Form 10-Q filing, there were no sales of the Connected Chef and no license revenue generated under the License Agreement. The License Agreement was terminated during the first week of November 2025, by the Company and Licensee due to the prospective Chinese OEM refusing to produce a product developed by an American company. The Company is not considering further efforts to license the Connected Chef as of the date of the fling of this Form 10-Q, but the Company may reconsider efforts to license the Connected Chef if trade relations between the U.S. and China improve, or an OEM who does not require upfront money and located outside of China can be located by the Company.

Current wording

Connected Chef Product Line. During 2023, the Company developed the Connected Chef (“Connected Chef”), a purpose-built kitchen tablet with an accessory platform to accommodate food prep accessories such as a cutting board. The Connected Chef has Google mobile service allowing for pre-installation of specific Google applications including Playstore, voice assistant, and YouTube. The ability of the Company to promote the Connected Chef and any new, related “connected” consumer products has been dependent on securing adequate, affordable and timely funding from lenders and investors or on entering into a viable third-party licensing, production or distribution arrangement, none of which the Company has been able to obtain on acceptable terms since 2023. As of the date of the filing of this Form 10-Q, the Company is not actively pursuing a licensing arrangement for the Connected Chef and has never received license revenue. The Company may, however, reconsider efforts to license, produce or otherwise commercialize the Connected Chef if trade conditions improve, a suitable OEM not located in China can be identified, or another viable commercial arrangement becomes available.

Previous wording

For the nine months ended September 30, 2025 and 2024, the Company reported a $143,268 decrease in net revenue from $143,268 in 2024 to $0 in 2025. The decrease in revenue is due to a liquidation sale of the Smart Mirrors for $80,000 during the second quarter of 2024 while the Company does not currently have an operating product line. The net loss for the nine months ended September 30, 2025 was $260,449 as compared to $480,973 in 2024. During the nine months ended September 30, 2025 and 2024 the Company used cash in operating activities of approximately $226,863 in 2025 and $124,571 in 2024. The increase in net cash used in operations primarily relates to a decrease in accounts payable and accrued expenses as a result of the New Note working capital funding received in the fourth quarter of 2024 with installments received through September 30, 2025.

Current wording

The Company does not currently have an operating product line. The net loss for the three months ended March 31, 2026 was $92,269 as compared to $111,079 in 2025. During the three months ended March 31, 2026 and 2025 the Company used cash in operating activities of approximately $77,082 in 2026 and $98,989 in 2025. The decrease in net cash used in operations primarily relates to a decrease in professional fees and other general and administrative expenses compared to the prior year period, in an effort to operate as efficiently as possible under a low cost strategy while the Company explores strategic business opportunities.

Previous wording

As of September 30, 2025, the Company has negative working capital of $394,461 and an accumulated deficit of $12,020,049. The Company’s cash balance increased by approximately $79,000 from $16,000 as of December 31, 2024 to $95,000 as of September 30, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Current wording

As of March 31, 2026, the Company has negative working capital of $551,338 and an accumulated deficit of $12,772,037. The Company’s cash balance increased by approximately $218,000 from $39,000 as of December 31, 2025 to approximately $257,000 as of March 31, 2026. The increase was due to the working capital note proceeds from both eBliss and Coppermine in the first quarter of 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

The Company is actively seeking alternative sources of liquidity, including but not limited to accessing the capital markets, strategic partnerships, or other alternative financing measures, but has been unable to secure unrelated, long-term funding or secure other sources of liquidity. As stated, Company’s low market price for its common stock and poor financial condition and performance hinder these efforts.

Current wording

The Company is actively seeking alternative sources of liquidity, including but not limited to accessing the capital markets, strategic partnerships, or other alternative financing measures, but has been unable to secure long-term funding or secure other sources of liquidity. As stated, Company’s low market price for its common stock and poor financial condition and performance hinder these efforts.

Previous wording

Besides the efforts to license the Connected Chef kitchen appliance product, which effort has not successfully commercialized the Connected Chef product or resulted in any production of that product as of the date of the filing of this Form 10-Q, the Company is seeking to establish revenue generating operations in the HFS business by internal development of HFS operations or acquiring or being acquired by an existing, operating HFS company. Management is closely monitoring its operations, liquidity, and capital resources and is actively working to minimize the current and future impact of this unprecedented situation.

Current wording

Besides the efforts to license the Connected Chef kitchen appliance product, which effort has not successfully commercialized the Connected Chef product or resulted in any production of that product as of the date of the filing of this Form 10-Q, the Company is seeking to establish revenue generating operations in the HFS business by internal development of HFS operations or acquiring or being acquired by an existing, operating HFS company, and is also evaluating opportunities in the e-mobility industry, including the e-bike business, principally through the discussions with eBliss Global, Inc. during the 90-day ‘no shop’ period under the eBliss Note. Management is closely monitoring its operations, liquidity, and capital resources and is actively working to minimize the current and future impact of this unprecedented situation.

Previous wording

The lack of adequate working capital significantly hinders and may undermine ongoing or future business development efforts. There is also substantial uncertainty about the Company as a going concern and its ability to operate beyond early 2026.

Current wording

The lack of adequate working capital significantly hinders and may undermine ongoing or future business development efforts. There is also substantial uncertainty about the Company as a going concern and its ability to operate beyond fiscal 2026.

Previous wording

The Company has expanded the scope of its HFS business strategy in the first half of 2025 due to perceived opportunities in that segment of the HFS industry. The implementation of the long-term business strategy will depend on having adequate working capital until revenue flow from operations replaces third party funding as the principal means of funding overhead. We have third party funding for basic operational overhead through the third fiscal quarter of 2025. We may be unable to achieve sufficient working capital when and, in the amounts, required to meet operational overhead beyond the first three fiscal quarters of 2025.

Current wording

The Company’s business operations in 2024 and 2025 were the HFS business development efforts and third-party licensing of the Connected Chef. The long-term business strategy of the Company in 2025 was focused on the HFS business development with the third-party licensing of the Connected Chef as a secondary business. The implementation of the long-term business strategy depends on having adequate working capital until revenue flow from new business operations or revenues from Connected Chef product replaces third party funding as the principal means of funding overhead. The failure of the licensing effort for the Connected Chef in late 2025 has left only business development efforts. We have third party funding for basic operational overhead, through the Note and the Coppermine Note (as amended), into the latter half of fiscal 2026. We may be unable to achieve sufficient working capital, when and in the amounts required, to meet operational overhead beyond fiscal 2026. We have not achieved adequate funding for all anticipated working capital needs for fiscal year 2026 as of the date of the filing of this Form 10-Q. We were not able to secure adequate funding for internal development and launch of a new business line.

Previous wording

The Company needs to raise sufficient working capital to acquire an existing HFS operation or establish an HFS operation that has offerings that appeal to a broad demographic range of customers. The Company believes that a competitive edge in HFS industry is offerings that appeal to a broad demographic group (children, families and adults) as opposed to offerings that are primarily aimed at appealing to adults seeking pickle ball courts with a sport bar or social activities environment.

Current wording

In terms of HFS business, the Company sought in 2025 to penetrate an industry that was and continues to enjoy rapid expansion nationwide with many existing and new companies that have established operations and brand recognition. The Company’s strategy for any developed or acquired HFS operation was to provide offerings and facilities that appeal to a broad demographic group (children, families and adults) as opposed to offerings that are primarily aimed at appealing to adults seeking pickle ball courts with a sport bar or social activities environment. This model is based on Coppermine’s business approach. The inability of the Company to secure adequate business development funding hampered efforts in 2025 to either acquire or internally develop a new HFS industry business line. The Company believes that identification of a suitable acquisition target or a strategic alliance with an established HFS industry business may potentially enhance the ability of the Company to attract funding for acquiring or establishing a new HFS business (either internally or through an acquisition). Due to the ‘no shop’ provision in the eBliss Note, the HFS industry business development efforts, which have not succeeded to date, are suspended for the 90-day ‘no shop’ period.

Previous wording

In the nine months ended September 30, 2025, the Company had no major customers.

Current wording

In the three months ended March 31, 2026, the Company had no major customers.

Previous wording

When we promoted the Connected Surface Smart Mirrors, we utilized social media platforms and online advertising campaigns to further grow the Company’s online presence. In addition to Facebook, Instagram, Pinterest and LinkedIn, The Company has launched a You Tube channel to host Smart Mirror videos and established a X account. Our Social Media marketing did not result in any significant sales of products. We were not able to effectively compete in e-commerce and Social Media marketing and sales. The Company has a Social Media presence on the following Social Media platforms; however, the Company did not emphasize Social Media marketing in 2024 due lack of results and lack of funding to pursue active Social Media marketing. As of the filing of this Form 10-Q, the Company has not used Social Media marketing for its business development initiatives or Connected Chef product. The Company’s Social Media accounts are:

Current wording

We used social media platforms and online advertising campaigns to further grow the Company’s online presence. In addition to Facebook, Instagram, Pinterest and LinkedIn, The Company has launched a YouTube channel to host videos and established a X (formerly, Twitter) account. Our Social Media marketing has not resulted in any significant sales of products. We have not been and may not be able to effectively compete in e-commerce and Social Media marketing and sales. The Company has a Social Media presence on the following Social Media platforms, (however the Company did not emphasize or actively utilize Social Media marketing in 2025 or into 2026:

Previous wording

YOUTUBE55 : https://www.youtube.com/channel/UCMX5W8PV0Q59qoAdMxKcAig

Current wording

YOUTUBE 5 : https://www.youtube.com/channel/UCMX5W8PV0Q59qoAdMxKcAig

Previous wording

Research, Product Development, and Manufacturing Activities

Current wording

Consumer Product Research, Product Development, and Manufacturing Activities

Previous wording

The efficient operation of our corporate activities is dependent on our information technology systems. We rely on those systems to manage our daily operations and maintain our financial and accounting records. When the Company was making and selling consumer products, and in the normal course of business, we received information regarding customers, associates, and vendors. Since we do not collect significant amounts of valuable personal data or sensitive business data from others, our internal computer systems are under a light to moderate level of risk from hackers or other individuals with malicious intent to gain unauthorized access to our computer systems. Cyberattacks are growing in number and sophistication and are an ongoing threat to business computer systems, which are used to operate the business on a day-to-day basis. Our computer systems could be vulnerable to security breaches, computer viruses, or other events. The failure of our information technology systems, our inability to successfully maintain our information or any compromise of the integrity or security of the data we generate from our systems or an event resulting in the unauthorized disclosure of confidential information or degradation of services provided by critical business systems, whether by us directly or our third-party service providers, could adversely affect our business operations, sales, reputation with any current and potential customers, associates or vendors, or results of operations and make us unable or limit our ability to respond to any licensee’s or customers’ demands.

Current wording

The efficient operation of our business development efforts and operations are dependent on our information technology systems. We rely on those systems to manage our daily operations and maintain our financial and accounting records. Since we do not collect significant amounts of valuable personal data or sensitive business data from others, our internal computer systems are under a light to moderate level of risk from hackers or other individuals with malicious intent to gain unauthorized access to our computer systems. Cyberattacks are growing in number and sophistication and are an ongoing threat to business computer systems, which are used to operate the business on a day-to-day basis. Our computer systems could be vulnerable to security breaches, computer viruses, or other events. The failure of our information technology systems, our inability to successfully maintain our information or any compromise of the integrity or security of the data we generate from our systems or an event resulting in the unauthorized disclosure of confidential information or degradation of services provided by critical business systems, whether by us directly or our third-party service providers, could adversely affect our business operations, sales, reputation with funding sources or lenders, current and potential customers for any products, associates or vendors, results of operations, product development and make us unable or limit our ability to respond to demands of any customers who own our products.

Previous wording

We have incorporated into our data network various on and off-site data backup processes which should allow us to mitigate any data loss events, however our information technology systems are vulnerable to damage or interruption from: hurricanes, fire, flood and other natural disasters; power outages; internet or computer system or network failures; or hacking, computer viruses, malware, ransomware, or similar malicious software code.

Current wording

We have incorporated into our data network various on and off-site data backup processes which should allow us to mitigate any data loss events, however our information technology systems are vulnerable to damage or interruption from:

Previous wording

The Company did not experience any cybersecurity incidents for the nine months ended September 30, 2025.

Current wording

The Company did not experience any cybersecurity incidents for the three months ended March 31, 2026.

Previous wording

We believe that the Company is in compliance with environmental protection laws and regulations and that these laws and regulations will not have a material impact on our financial position and results of operations.

Current wording

The Company was not engaged in production or manufacturing activities in 2025. We believe that the Company is in compliance with environmental protection regulations and will not have a material impact on our financial position and results of operations. The Company is not aware of any national, state or local environmental laws or regulations that will materially affect our earnings or competitive position or result in material capital expenditures. However, the Company cannot predict the effect on our operations due to possible future environmental legislation or regulations. During 2025, there were no capital expenditures for environmental control facilities and no such material expenditures are anticipated.

Previous wording

We believe that there have been no significant changes to our critical accounting policies during the nine months ended September 30, 2025, as compared to those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report.

Current wording

We believe that there have been no significant changes to our critical accounting policies during the three months ended March 31, 2026, as compared to those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Annual Report.

Previous wording

There were no revenues for the nine months ended September 30, 2025, a 100% decrease from $143,268 in the same period 2024, as the Company did not have an operating product line during the nine month period ended September 30, 2025.

Current wording

Company did not have an operating product line during the three month period ended March 31, 2026 or 2025.

Previous wording

The Company made concerted efforts to reduce operating expenses during 2025 as the Company did not have a revenue generating product line during the nine-month period ended September 30, 2025.

Current wording

The Company made concerted efforts to reduce operating expenses during 2026 as the Company did not have a revenue generating product line during the three month period ended March 31, 2026.

Previous wording

For the three months ended September 30, 2025, and 2024, professional fees were approximately $30,000 and $36,000 respectively, a decrease of $6,000 or 17%.

Current wording

For the three months ended March 31, 2026, and 2025, professional fees were approximately $67,000 and $78,000 respectively, a decrease of $11,000 or 14%, which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities.

Previous wording

For the three months ended September 30, 2025, product development expenses were $0 as compared to $2,000 in 2024.

Current wording

For the three months ended March 31, 2026, product development expenses were $0 as compared to $125 in 2025, as the Company did not have a revenue generating product line during the three month period ended March 31, 2026.

Previous wording

For the three months ended September 30, 2025, and 2024, total operating expenses were approximately $64,000 and $66,000, respectively, a decrease of approximately $2,000 or 2%.

Current wording

For the three months ended March 31, 2026, and 2025, total operating expenses were approximately $82,000 and $107,000, respectively, a decrease of approximately $25,000 or 23%, as denoted above.

Previous wording

For the three months ended September 30, 2025 and 2024, the operating loss was approximately $64,000 and $66,000, respectively, a decrease in loss of $2,000 or 2%.

Current wording

For the three months ended March 31, 2026 and 2025, the operating loss was approximately $82,000 and $107,000, respectively, a decrease in loss of $25,000 or 23%.

Previous wording

For the three months ended September 30, 2025, and 2024, other income (expense) was ($8,000), net as compared to ($30,000) for 2024.

Current wording

For the three months ended March 31, 2026, and 2025, other expense was $10,000, net as compared to $4,000 for 2025, which is directly attributable to increased interest on working capital loan proceeds.

Previous wording

For the three months ended September 30, 2025 the net loss was approximately $72,000 compared to a net loss of $96,000 in the same period 2024, a decreased loss of $23,000 or 24%.

Current wording

For the three months ended March 31, 2026 the net loss was approximately $92,000 compared to a net loss of $111,000 in the same period 2025, a decreased loss of $19,000 or 17%.

Previous wording

There were no material changes to contractual obligations for the nine months ended September 30, 2025.

Current wording

There were no material changes to contractual obligations for the three months ended March 31, 2026.

Previous wording

Cash flow from operations are primarily dependent on our net income adjusted for non-cash expenses and the timing of payments to suppliers. Cash as of September 30, 2025, and December 31, 2024, was approximately $95,000 and $16,000 respectively, an increase of approximately $79,000.

Current wording

Cash flow from operations are primarily dependent on our net income adjusted for non-cash expenses and the timing of payments to suppliers. Cash as of March 31, 2026, and December 31, 2025, was approximately $257,000 and $39,000 respectively, an increase of approximately $218,000.