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. The efforts of the Company to develop or acquire a new business line to generate sustained or sustainable revenues have failed as of the date of the filing of this Form 10-Q and may not succeed in the future. The effort to develop or acquire a new business line should not be construed as an indication of the prospects or likelihood of a new business line being developed or acquired. The Company may be unable to overcome its lack of working and expansion capital and revenue flow to fund the development or acquisition of a new business line. Further, any new business line may be unable to generate revenues sufficient to solve the Company’s current financial condition. 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 req…

Excerpt shortened here; the source contains the full paragraph.

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. The efforts of the Company to develop or acquire a new business line to generate sustained or sustainable revenues have failed as of the date of the filing of this Form 10-Q and may not succeed in the future. The effort to develop or acquire a new business line should not be construed as an indication of the prospects or likelihood of a new business line being developed or acquired. The Company may be unable to overcome its lack of working and expansion capital and revenue flow, as well as assets to support asset-based financing, to fund or finance the development or acquisition of a new business line. Further, any new business line may be unable to generate revenues sufficient to solve the Company’s current financial condition. 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 upd…

Excerpt shortened here; the source contains the full paragraph.

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 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.

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 fourth 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

● 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.

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. The Coppermine Note matures on December 31, 2026. As of the date of this Form 10-Q, the Company has not negotiated an extension of the maturity date for the Coppermine Note and does not possess the cash to pay principal and interest due on the Coppermine Note as of December 31, 2026.

Previous wording

The challenge facing the Company is to acquire and fund a new business line, or to establish a new profitable product line or a services business, before the cost of marketing and establishing a revenue generating business impose unsustainable financial burdens and losses on the Company. Internal development of any new business line or product or services will require advance funding, which has not been obtained as of the date of the filing of this Form 10-Q and may be unattainable by the Company.

Current wording

The challenge facing the Company is to acquire and fund a new business line, or to establish a new profitable product line or a services business, before the cost of marketing and establishing a revenue generating business impose unsustainable financial burdens and losses on the Company. Internal development of any new business line or product or services will require advance funding, which has not been obtained as of the date of the filing of this Form 10-Q and may be unattainable by the Company. Funding for a new business line would have to come from third party sources and the Company may not meet criteria for such funding, especially without assets suitable for asset-based lending, minimal cash on hand and no current operational revenue flow.

Previous 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 filing 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 filing 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. The Company is not focused on licensing of the Connected Chef as of the date of the filing of this Form 10-Q.

Previous 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 that includes a 90-day ‘no shop’ provision (with eBliss having exclusivity for the first 60 days). The 90-day ‘no shop’ period expired on or about June 3, 2026, but a ‘no shop’ period was imposed on both companies under the Letter of Intent, which ‘no shop’ period will expire on or about September 4, 2026, unless terminated sooner by the Company and eBliss. The Letter of Intent expires on August 31, 2026. Otherwise, the August 1, 2026 termination notice is effective on or about September 4, 2026.

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 or provide a sustainable business. No assurances can be given that any 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 9, 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 that matures on March 4, 2027. The ‘no shop’ provisions under the eBliss Note and the Letter of Intent are no longer in effect, as the Letter of Intent terminated on September 4, 2026 pursuant to eBliss’ August 1, 2026 termination notice.

Previous wording

If Coppermine does not provide additional funding beyond its current commitment, the eBliss 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. Due to eBliss terminating the Letter of Intent, the Company believes that any additional funding from eBliss or any restricting of the debt owed eBliss is highly unlikely. As of the date of the filing of this Form 10-Q, there is no indication of any additional funding from Coppermine or eBliss.

Current wording

If Coppermine does not provide additional funding beyond its current commitment, the eBliss Note proceeds prove insufficient, 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. Due to eBliss terminating the Letter of Intent, the Company believes that any additional funding from eBliss or any restructuring of the debt owed eBliss is not likely as of the date of the filing of this Form 10-Q. As of the date of the filing of this Form 10-Q, there is no indication of any additional funding from Coppermine or eBliss, or another third party.

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 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.

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, including payment of possible regulatory compliance costs for an acquisition transactions, 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 or when needed.

Previous 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.

Current wording

As an ongoing strategic plan, 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. Any licensing of the Connected Chef, which the Company deems to be unlikely, would merely be an effort to commercially exploit an developed prototype product.

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, the inability of the Company to develop or acquire a new business line as of the date of the filing of this Form 10-Q, 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.

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 in market price and trading volume. 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, the inability of the Company to develop or acquire a new business line as of the date of the filing of this Form 10-Q, and the doubt about the Company 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

Capstone Companies, Inc. (“Company” or “CAPC”) is a Florida corporation. The Company was a designer, promoter and licensor of consumer products that were designed to simplify daily living through technology. The most recent product was the Connected Chef kitchen tablet, but the Company was unable to successfully commercialize the Connected Chef kitchen tablet in fiscal year 2025. The Company pursued development of a new business line in health, fitness and social activities industry (as described in “Health, Fitness and Social Activities Business” below) in fiscal year 2025, which effort has not resulted in the acquisition or development of a health, fitness and social activities industry (“HFS industry”) in fiscal year 2025. The Company has and will consider opportunities in other industries fiscal year 2026, subject to the restrictions related to the No Shop Period and subject to the limitations on the Company’s ability to pursue and consummate any new opportunities (as described in this Form 10-Q).

Current wording

Capstone Companies, Inc. (“Company” or “CAPC”) is a Florida corporation. The Company was a designer, promoter and licensor of consumer products that were designed to simplify daily living through technology. The most recent product was the Connected Chef kitchen tablet, but the Company was unable to successfully commercialize the Connected Chef kitchen tablet in fiscal year 2025. The Company pursued development of a new business line in health, fitness and social activities industry (as described in “Health, Fitness and Social Activities Business” below) in fiscal year 2025, which effort has not resulted in the acquisition or development of a health, fitness and social activities industry (“HFS industry”) in fiscal year 2025. The Company has and will consider opportunities in other industries in fiscal year 2026, subject to the limitations on the Company’s ability to pursue and consummate any new opportunities (as described in this Form 10-Q).

Previous wording

2026 Business Development Efforts; eBliss Note. On March 3, 2026, the Company entered into a promissory note with eBliss Global, Inc. (“eBliss Note”), a private early-stage Delaware corporation engaged in the developing and production of e-mobility solutions (including and initially making e-bikes as transportation vehicles at a Utica, New York factory). The interest rate under the eBliss Note is seven percent simple annual interest. Principal and accrued interest are due in a single lump sum payment due on March 4, 2027. The eBliss Note is unsecured and does not provide for a conversion of debt-to-equity securities. The Loan is being made to supply working capital to the Company and as partial consideration for a 90-day ‘no shop’ provision in the eBliss Note. During the 90 days following the funding of the principal of the eBliss Note (“No Shop Period”), the Company could not entertain third party proposals for a merger, business combination, stock or asset acquisition, strategic alliance or joint venture for product development or similar transactions (collectively, “Transactions”) and had to cease any third party discussions for any Transactions for the No Shop Period, except that the Company could entertain third party proposals during the last 30 days of the No Shop Period if the Company and eBliss have not signed a definitive agreement or letter of intent for a Transaction during the first 60 days of the No Shop Period and the third party proposal is deemed ‘superior’ to any existing proposal for a Transaction from eBliss, if any. The purpose of the ‘no shop’ provision was to afford the Company and eBliss an opportunity to discuss the possibility and feasibility of a mutually beneficial Transaction by eBliss and the Company and conduct any desired due diligence. On May 14, 2026, the Company and eBliss entered into a non-binding Letter of Intent (the “LOI”) with the intent to explore the possibility of a merger, other business combination or similar corporate transaction between the two companies. The LOI contained a mutual ‘no shop’ provision that supersedes the ‘no shop’ provision in the eBliss Note. The ‘no shop’ provision in the eBliss Note was to expire on or about June 3, 2026. On July 8, 2026, the Company and eBliss entered into Amendment Number One to the LOI, extending the ‘no shop’ provision and the LOI’s expiration date from July 31, 2026 to August 31, 2026. eBliss notified the Company on August 1, 2026, that it was terminating the LOI, which terminates 35 days after the written notice. See Note 1 and Note 2 for further information.

Current wording

2026 Business Development Efforts; eBliss Note. On March 3, 2026, the Company entered into a promissory note with eBliss Global, Inc. (“eBliss Note”), a private early-stage Delaware corporation engaged in the developing and production of e-mobility solutions (including and initially making e-bikes as transportation vehicles at a Utica, New York factory). The interest rate under the eBliss Note is seven percent simple annual interest. Principal and accrued interest are due in a single lump sum payment due on March 4, 2027. The eBliss Note is unsecured and does not provide for a conversion of debt-to-equity securities. The eBliss Note included a 90-day ‘no shop’ provision. On May 14, 2026, the Company and eBliss entered into a non-binding Letter of Intent (as amended on July 8, 2026, the “LOI”) to explore the possibility of a merger, other business combination or similar corporate transaction, or a strategic alliance, between the two companies (collectively, a “Transaction”). The LOI contained a mutual ‘no shop’ provision that superseded the ‘no shop’ provision in the eBliss Note. eBliss notified the Company on August 1, 2026 that it was terminating the LOI, and the LOI, including its ‘no shop’ provision, terminated on September 4, 2026, 35 days after the receipt of the written notice. The Company and eBliss did not enter into a definitive agreement for a Transaction, and the eBliss Note remains outstanding. See Note 1 and Note 2 for further information.

Previous wording

The Company and eBliss held preliminary discussions on a possible Transaction, but these discussions did not result in any agreement on the terms and conditions of a Transaction as of August 1, 2026, the date of eBliss termination notice for the LOI. The Company and eBliss were unable to reach any agreement for any Transactions and, as such, the two companies will not seek to consummate or pursue any Transactions as of the date of the filing of this Form 10-Q.

Current wording

The Company and eBliss held preliminary discussions on a possible Transaction, but these discussions did not result in any agreement on the terms and conditions of a Transaction as of August 1, 2026, the date of eBliss termination notice for the LOI. The Company and eBliss were unable to reach any agreement for any Transaction and, as such, the two companies will not seek to consummate or pursue any Transactions as of the date of the filing of this Form 10-Q.

Previous wording

HFS Business Development Efforts. The following section discusses Company’s efforts to develop a business line in the HFS industry in 2025, which efforts did not produce a new business line or operation in fiscal year 2025 or in the first fiscal quarter of 2026. These efforts were suspended in March 2026 for the 90-day ‘no shop’ period as described in “eBliss Note” above and further suspended under the subsequent ‘no shop’ restrictions in the LOI. Upon expiration or earlier termination of the ‘no shop’ provision in the LOI, the Company will no longer be restricted from soliciting or pursuing third-party transactions with respect to the HFS business and may resume its HFS business development efforts. There can be no assurance that the Company will resume such efforts, or that any resumed efforts will be successful.

Current wording

HFS Business Development Efforts. The following section discusses Company’s efforts to develop a business line in the HFS industry in 2025, which efforts did not produce a new business line or operation in fiscal year 2025 or in the first nine months of fiscal 2026. These efforts were suspended in March 2026 for the 90-day ‘no shop’ period as described in “eBliss Note” above and further suspended under the subsequent ‘no shop’ restrictions in the LOI. With the termination of the LOI on September 4, 2026, the Company is no longer restricted from soliciting or pursuing third-party transactions with respect to the HFS business and resumed its HFS business development efforts. There can be no assurance that the Company will resume such efforts as a primary focus of business development efforts, or that any resumed efforts will be successful in establishing a new business line.

Previous wording

The Company commenced in 2024 its business development of a new business line focused on year-round health, fitness and social activities at facilities that would be owned, leased or operated by the Company (this business line being referred to as “HFS” or “HFS business”). The initiative was informed by the growing nationwide popularity of sports such as pickle ball and flag football and by interactions with Coppermine Ventures, LLC (“Coppermine”), a private Maryland limited liability company that operates HFS facilities through its subsidiaries. Cooperative business activities between Coppermine and the Company have been discussed from time to time and may be revisited if circumstances warrant, but to date no legally binding agreement or cooperative venture has resulted from those discussions, and the only transactions between Coppermine and the Company have been working capital funding under the Coppermine Note (as amended) and the Management Transition Agreement dated October 31, 2024.

Current wording

The Company commenced in 2024 its business development of a new business line focused on year-round health, fitness and social activities at facilities that would be owned, leased or operated by the Company (this business line being referred to as “HFS” or “HFS business”). The initiative was fostered by the growing nationwide popularity of sports such as pickle ball and flag football and by interactions with Coppermine Ventures, LLC (“Coppermine”), a private Maryland limited liability company that operates HFS facilities through its subsidiaries. Cooperative business activities between Coppermine and the Company have been discussed from time to time and may be revisited if circumstances warrant, but to date no legally binding agreement or cooperative venture has resulted from those discussions, and the only transactions between Coppermine and the Company have been working capital funding under the Coppermine Note (as amended) and the Management Transition Agreement dated October 31, 2024.

Previous wording

E-Mobility Business Development. In parallel with its HFS efforts, the Company was evaluating opportunities in the e-mobility industry, including the e-bike business, principally through the discussions with eBliss. eBliss is a private Delaware corporation that commenced production of e-bikes for personal transportation in Utica, New York in July 2026. The Company and eBliss are parties to a non-binding Letter of Intent dated May 14, 2026, as amended July 8, 2026 (see Note 1), to negotiate a possible merger, other business combination or similar corporate transaction between eBliss and the Company. There is no legally binding agreement, agreement in principle, or understanding between the Company and eBliss on the essential terms of any Transaction as of August 1, 2026, the date on which eBliss notified the Company that eBliss was terminating the LOI. The discussions between the Company and eBliss did not result in any agreement or commitment for or consummation of any Transactions.

Current wording

E-Mobility Business Development. In parallel with its HFS efforts, the Company was evaluating opportunities in the e-mobility industry, including the e-bike business, principally through the discussions with eBliss. eBliss is a private Delaware corporation that commenced production of e-bikes for personal transportation in Utica, New York in July 2026. The Company and eBliss were parties to a non-binding Letter of Intent dated May 14, 2026, as amended July 8, 2026, which terminated on September 4, 2026 (see Note 1), to negotiate a possible merger, other business combination or similar corporate transaction between eBliss and the Company. There is no legally binding agreement, agreement in principle, or understanding between the Company and eBliss on the essential terms of any Transaction as of August 1, 2026, the date on which eBliss notified the Company that eBliss was terminating the LOI. The discussions between the Company and eBliss did not result in any agreement or commitment for or consummation of any Transactions.

Previous wording

Corporate Status. The Company’s business activities were limited to business development efforts during the first half of fiscal 2026. The Company has no revenue generating business and no products in active commercialization as of the date of the filing of this Form 10-Q.

Current wording

Corporate Status. The Company’s business activities were limited to business development efforts during the first nine months of fiscal 2026. The Company has no revenue generating business and no products in active commercialization as of the date of the filing of this Form 10-Q.

Previous wording

Working Capital Funding. In 2025 and into 2026, the Company sought working capital funding for basic working capital for essential corporate operations and regulatory compliance costs necessary as a reporting company under the Exchange Act and a company with its common stock quoted on the OTC Market Group QB Venture Market. During 2024, the Company was successful in securing a new funding source for operating working capital from Coppermine Ventures LLC (“Coppermine”). The Company received capital advances beginning in 2024 and into 2026, totaling $530,163 under an unsecured promissory note, most recently amended on January 5, 2026, (“Note”) issued by Coppermine. The Note accrues simple interest at 7% and 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 to eBliss Global, Inc. (“eBliss”), a $250,000 unsecured working capital promissory note that includes a 90-day ‘no shop’ provision (with eBliss having exclusivity for the first 60 days) during which the Company and eBliss will discuss a potential merger, business combination, strategic relationship, joint venture or similar transaction. See Note 2 — Notes Payable for further information regarding the Coppermine Note and the eBliss Note and the LOI between the Company and eBliss. There is no assurance that funding from Coppermine or eBliss will extend beyond the second half of 2026 or that either company will restructure its current loans to the Company.

Current wording

Working Capital Funding. In 2025 and into 2026, the Company sought working capital funding for basic working capital for essential corporate operations and regulatory compliance costs necessary as a reporting company under the Exchange Act and a company with its common stock quoted on the OTC Market Group QB Venture Market. During 2024, the Company was successful in securing a new funding source for operating working capital from Coppermine Ventures LLC (“Coppermine”). The Company received capital advances beginning in 2024 and into 2026, totaling $530,163 under an unsecured promissory note, most recently amended on January 9, 2026 (the “Coppermine Note”), issued by the Company to Coppermine. The Coppermine Note accrues simple interest at 7% and 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 to eBliss Global, Inc. (“eBliss”), a $250,000 unsecured working capital promissory note that included a 90-day ‘no shop’ provision (with eBliss having exclusivity for the first 60 days) during which the Company and eBliss discussed a potential merger, business combination, strategic relationship, joint venture or similar transaction. See Note 2 — Notes Payable for further information regarding the Coppermine Note and the eBliss. There is no assurance that funding from Coppermine or eBliss will extend beyond December 31, 2026 or that either company will restructure its current loans to the Company.

Previous wording

Special Board Committee. In order to conduct and as part of discussions between the Company and eBliss during the No Shop Period, the Company formed a special committee of independent, disinterested Company directors, which consist of Company directors Jeffrey Guzy and Warner Session.

Current wording

Special Board Committee. In order to conduct and as part of discussions between the Company and eBliss during the No Shop Period, the Company formed a special committee of independent, disinterested Company directors, which consist of Company directors Jeffrey Guzy and Warner Session. This Committee remains in place to evaluate alternative opportunities, as they may arise. This Committee ceased review efforts with the termination of the LOI by eBliss.

Previous wording

Finding affordable, timely and adequate funding from third party sources in 2026 will be essential to sustaining Company basic corporate operations and business development efforts. The funding from the eBliss Note is estimated to provide adequate funding of basic corporate compliance and operational overhead into the latter half of 2026.

Current wording

Finding affordable, timely and adequate funding from third party sources in 2026 will be essential to sustaining Company basic corporate operations and business development efforts. The funding from the eBliss Note is estimated to provide adequate funding of basic corporate compliance and operational overhead through December 31, 2026.

Previous wording

The Company does not currently have an operating product line. The net loss for the six months ended June 30, 2026 was $177,193 as compared to $187,612 in 2025. During the six months ended June 30, 2026 and 2025 the Company used cash in operating activities of approximately $139,526 in 2026 and $156,611 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.

Current wording

The Company does not currently have an operating product line. The net loss for the nine months ended September 30, 2026 was $234,143 as compared to $260,449 in 2025. During the nine months ended September 30, 2026 and 2025 the Company used cash in operating activities of approximately $202,144 in 2026 and $226,863 in 2025. The decrease in net cash used in operations primarily relates to a decrease in 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 June 30, 2026, the Company has negative working capital of $636,262 and an accumulated deficit of $12,856,961. The Company’s cash balance increased by approximately $156,000 from $39,000 as of December 31, 2025 to approximately $195,000 as of June 30, 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.

Current wording

As of September 30, 2026, the Company has negative working capital of $693,212 and an accumulated deficit of $12,913,911. The Company’s cash balance increased by approximately $93,000 from $39,000 as of December 31, 2025 to approximately $132,000 as of September 30, 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

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. 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.

Previous wording

The Company reviews alternatives to its current business approach, including, without limitation, sale of the public company or merger of the Company with a private operating company and other common strategic alternatives to a company facing business and financial challenges and uncertainties such as ours. 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

The Company reviews alternatives to its current business approach, including, without limitation, sale of the public company or merger of the Company with a private operating company and other common strategic alternatives to a company facing business and financial challenges and uncertainties such as ours.

Previous 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 Company’s inability to secure adequate business development funding hampered efforts in 2025 to either acquire or internally develop a new HFS industry business line. he Company believes that identifying a suitable acquisition target or a strategic alliance with an established HFS industry business may enhance its ability to attract funding for acquiring or establishing a new HFS business, whether internally or through an acquisition. As described in Note 1, on May 14, 2026 the Company and eBliss entered into a non-binding Letter of Intent containing a mutual ‘no shop’ provision that supersedes the ‘no shop’ provision in the eBliss Note; that provision, as extended, runs through August 31, 2026. On August 1, 2026, eBliss notified the Company that it was terminating the LOI under the 35-days’ prior written notice termination provision. The Company’s HFS industry business development efforts, which have not succeeded to date, remain suspended during this period. Upon expiration or earlier termination of the exclusivity period, the Company will no longer be restricted from soliciting or pursuing third-party proposals with respect to the HFS business and may resume its HFS business development efforts. There can be no assurance that the Company will resume, pursue, or successfully complete any HFS-related business opportunity, or that adequate financing will be available to do so.

Current wording

In terms of HFS business, the Company sought in 2025 and early 2026 to penetrate an industry that is competitive, with many companies that have established operations, superior financials and business resources and brand recognition in their markets. 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 Company’s inability 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 identifying a suitable acquisition target or a strategic alliance with an established HFS industry business may enhance its ability to attract funding for acquiring or establishing a new HFS business, whether internally or through an acquisition. The Company’s HFS industry business development efforts, which have not succeeded to date, were suspended during the ‘no shop’ periods under the eBliss Note and the LOI, which ended with the termination of the LOI on September 4, 2026 (see Note 1). The Company has resumed its HFS business development efforts. There can be no assurance that the Company will resume as a primary business development effort, pursue, or successfully complete any HFS-related business opportunity, or that adequate funding will be available to do so.

Previous wording

The success of Mr. Jacobs at another company is a not an indication of and should not be deemed to be an indication or projection or guarantee of the potential performance of any Company HFS operation or the likelihood of the Company developing or acquiring a business in the HFS industry. The Company cannot fully implement its HFS business without sufficient working capital for internal development of an HFS operation or acquisition of an existing HFS company or operation, and such working capital has not been obtained as of the date of the filing of this Form 10-Q report. Even with adequate funding, the Company will face significant competition in the growing HFS industry and may, as a new entrant in the industry, be unable to successfully compete in that industry. As noted, the HFS business development effort was suspended for the 90-day No Shop Period under the eBliss Note until June 3, 2026, and then further suspended under the ‘no shop’ provision of the LOI until August 31, 2026, the expiration date of the LOI and ‘no shop’ provision. Otherwise, the August 1, 2026, termination notice from eBliss terminates the ‘no shop’ provision and the LOI as of September 4, 2026. The Company intends to pursue opportunities in HFS Industry upon expiration of the LOI ‘no shop’ period.

Current wording

The success of Mr. Jacobs at another company is not an indication of and should not be deemed to be an indication or projection or guarantee of the potential performance of any Company HFS operation or the likelihood of the Company developing or acquiring a business in the HFS industry. The Company cannot fully implement its HFS business without sufficient working capital for internal development of an HFS operation or acquisition of an existing HFS company or operation, and such working capital has not been obtained as of the date of the filing of this Form 10-Q report. The required funding for any new business line may include regulatory compliance costs for a proposed transaction requiring audits and extensive SEC filings and these costs could be substantial and possibly adversely impact the Company’s ability to consummate a transaction establishing a new business line. Even with adequate funding, the Company will face significant competition in the growing HFS industry and may, as a new entrant in the industry, be unable to successfully compete in that industry. As noted, the HFS business development effort was suspended under the ‘no shop’ provision of the LOI until the LOI terminated on September 4, 2026 pursuant to eBliss’s August 1, 2026 termination notice. With the ‘no shop’ period ended, the Company has resumed pursuing opportunities in the HFS industry.

Previous wording

eBliss was the sole e-mobility company identified by the Company in 2026 as a possible interested party to a transaction with the Company. With the termination of the LOI, the Company does not anticipate any future efforts to develop a new business line in the e-mobility industry, including the e-bike segment. The intended focus of the Company in 2026 will be the HFS industry due to potential opportunities in that industry for small companies, seeking to operate a facility or provide support services for a facility.

Current wording

eBliss was the sole e-mobility company identified by the Company in 2026 as a possible interested party to a transaction with the Company. With the termination of the LOI, the Company does not anticipate any future efforts focused on development of a new business line in the e-mobility industry, including the e-bike segment. The intended focus of the Company for the remainder of 2026 and in 2027 is expected to be the HFS industry due to potential opportunities in that industry for small companies, seeking to operate a facility or provide support services for a facility.

Previous 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 , but the Company has not actively pursued promotion or use of Social Media in 2026 due to the lack of a product or service suitable for Social Media promotion.

Current wording

For the consumer product line, 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 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 had a Social Media presence on the following Social Media platforms , but the Company has not actively pursued promotion or use of Social Media in 2026 due to the lack of a product or service suitable for Social Media promotion.

Previous wording

The Company did not experience any cybersecurity incidents for the six months ended June 30, 2026.

Current wording

The Company did not experience any cybersecurity incidents for the nine months ended September 30, 2026.

Previous wording

The Company has not engaged in production or manufacturing activities since 2023. 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.

Current wording

The Company has not engaged in production or manufacturing activities since 2023, which activities were conducted by OEMs. 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.

Previous wording

Climate Change. With no current product line, the Company has not experience any direct, material impact on business and financial conditions from pending or existing climate-change related legislation, regulations, and international accords in the U.S., the physical impacts of climate change, or perceived indirect material impact from business trends. On March 27, 2025, the Commission voted to end its defense of its climate related risk and greenhouse gas emissions rule (The Enhancement and Standardization of Climate-Related Disclosures for Investors, SEC Release Nos. 33-11275; 34-99678). On April 4, 2024, the SEC had imposed an administrative stay on enforcement of the rule due to pending challenges in federal courts. The Eighth Circuit ordered that the litigation would be held in abeyance until such time as the SEC reconsider or renews it defense of the Rules. In its order, the Eighth Circuit emphasized that the SEC has the “responsibility to determine whether its Final Rules will be rescinded, repealed, modified, or defended in litigation.”On June 3, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) published a proposed withdrawal of its climate-related disclosure rule that required registrants and public companies to provide standardized, detailed information about climate-related risks, governance, and certain greenhouse gas emissions in SEC filings. This action would eliminate the pending disclosure framework rather than replacing it with an alternative set of climate-specific reporting requirements, reverting issuers to existing, principles-based disclosure obligations.

Current wording

Climate Change. With no current product line, the Company has not experience any direct, material impact on business and financial conditions from pending or existing climate-change related legislation, regulations, and international accords in the U.S., the physical impacts of climate change, or perceived indirect material impact from business trends. On March 27, 2025, the Commission voted to end its defense of its climate related risk and greenhouse gas emissions rule (The Enhancement and Standardization of Climate-Related Disclosures for Investors, SEC Release Nos. 33-11275; 34-99678). On April 4, 2024, the SEC had imposed an administrative stay on enforcement of the rule due to pending challenges in federal courts. The Eighth Circuit ordered that the litigation would be held in abeyance until such time as the SEC reconsider or renews it defense of the Rules. In its order, the Eighth Circuit emphasized that the SEC has the “responsibility to determine whether its Final Rules will be rescinded, repealed, modified, or defended in litigation.” On May 29, 2026, the SEC proposed the rescission of amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that require registrants to provide certain climate-related information in their registration statements and annual reports. This action would eliminate the pending disclosure framework rather than replacing it with an alternative set of climate-specific reporting requirements, reverting issuers to existing, principles-based disclosure obligations. Due to legal proceedings and SEC action, the climate change rules were not implemented.

Previous wording

We believe that there have been no significant changes to our critical accounting policies during the six months ended June 30, 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.

Current wording

We believe that there have been no significant changes to our critical accounting policies during the nine months ended September 30, 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

Company did not have an operating product line during the three and six month periods ended June 30, 2026 or 2025.

Current wording

Company did not have an operating product line during the three and nine month periods ended September 30, 2026 or 2025.

Previous 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 and six month periods ended June 30, 2026.

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 and nine month periods ended September 30, 2026.

Previous wording

For the three months ended June 30, 2026, and 2025, professional fees were approximately $51,000 and $42,000 respectively, an increase of $9,000 or 21%, which relates to the timing of professional fees incurred during the second quarter of 2026, which are not forecasted to occur during the second half of 2026.

Current wording

For the three months ended September 30, 2026, and 2025, professional fees were approximately $32,404 and $29,613 respectively, an increase of $2,791 or 9%, which relates to the timing of professional fees incurred during the third quarter of 2026.

Previous wording

For the six months ended June 30, 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 six month period ended June 30, 2026.

Current wording

For the nine months ended September 30, 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 nine month period ended September 30, 2026.

Previous wording

For the three months ended June 30, 2026, other general and administrative expenses were approximately $20,000 as compared to $28,000 in 2025 for an decrease of $8,000 or 29% which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities.

Current wording

For the three months ended September 30, 2026, other general and administrative expenses were $10,779 as compared to $34,849 in 2025 for a decrease of $24,073 or 69% which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities, as the company reduced bank fees, lowered insurance premiums and incurred no depreciation expense.

Previous wording

For the six months ended June 30, 2026, other general and administrative expenses were approximately $35,000 as compared to $56,000 in 2025 for a decrease of $21,000 or 37% which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities

Current wording

For the nine months ended September 30, 2026, other general and administrative expenses were $45,405 as compared to $91,026 in 2025 for a decrease of $45,621 or 50% which is consistent with the Company’s cost efficiency strategy while pursuing possible business opportunities, as the company reduced bank fees, lowered insurance premiums and incurred no depreciation expense.

Previous wording

For the three months ended June 30, 2026, and 2025, total operating expenses were approximately $71,000 and $70,000, respectively, an increase of approximately $1,000 or 1%, as denoted above.

Current wording

For the three months ended September 30, 2026, and 2025, total operating expenses were $43,180 and $64,462, respectively, a decrease of approximately $21,282 or 33%, consistent with reasons as denoted above.

Previous wording

For the six months ended June 30, 2026, and 2025, total operating expenses were approximately $153,000 and $177,000, respectively, a decrease of approximately $24,000 or 13%, as denoted above.

Current wording

For the nine months ended September 30, 2026, and 2025, total operating expenses were $196,694 and $241,686, respectively, a decrease of approximately $44,992 or 19%, as denoted above.