CAPSTONE COMPANIES, INC.

Previous wording

This Form 10-Q Report 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 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 Report, including, without limitation, those regarding our business strategy, business development efforts, financial position, 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 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 Report should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this Form 10-Q Report are made as of the date of filing this Form 10-Q Report. You should not rely upon forward-looking statements as predictions of future events. 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 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:

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, 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 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.

Previous wording

· Company needs to find third party funding to fund the development, marketing and acquisition of any new product line or business. 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 acquire 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 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.

Previous wording

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 the Company does not develop revenue generating operations producing sufficient working capital prior to the end of the third fiscal quarter of 2025, then the Company will need to obtain a new source of working capital funding for operating expenses after the third fiscal quarter of 2025 in order to sustain operations and efforts to develop a new business line, unless the Connected Chef licensing arrangement or software development for Coppermine generates sufficient working capital in the second half of fiscal 2025. 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 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.

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 or business with revenue-generating operations and such funding may not be available to the Company.

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 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.

Previous wording

The Company lacks sufficient operating history for its licensing arrangement for the Connected Chef to determine or predict the impact of U.S. Government’s 2025 policies and actions in respect of tariffs.Under the licensing arrangement, both the licensor and proposed OEM are located outside of the U.S.

Current wording

The License Agreement for the Connected Chef was terminated by the Company and the Licensee in the first week of November 2025, due to the prospective Chinese OEM refusing to produce a product developed by an American company. The Company lacks sufficient operating history for the licensing of the Connected Chef to determine or predict the impact of U.S. Government’s 2025 policies and actions in respect of tariffs, which policies and actions have been subject to significant changes and uncertainties as to long term policies and actions, on any future efforts to license the Connected Chef.

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 and 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.

Current 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.

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 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.

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. These forward-looking statements speak only as of the date made. 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 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.

Previous wording

Capstone Companies, Inc. (“Company” or “CAPC”) is organized under the laws of the State of Florida. The Company has been a designer, manufacturer and marketer of consumer inspired products that simplify daily living through technology, including the Connected Chef. Since 2024, the Company has adopted a new strategic focus to develop a HFS Business or a business related to HFS Business (defined below inHealth, Fitness and Social Activities Business). Outside of the licensing of the Connected Chef, the Company is not engaged in the consumer product business as of the date of filing of this Form 10-Q. Over the past decade, the Company’s various product lines have been distributed globally including consumer markets in Australia, Japan, Korea, North America, South America, and the United Kingdom. The primary operating subsidiary was Capstone Industries, Inc. (“CAPI”), a Florida corporation located at the principal executive offices of the Company. Capstone International Hong Kong, Ltd., or “CIHK”, was established to expand the Company’s product development, engineering, and factory resource capabilities. With the 2021 shift of manufacturing to Thailand from China, the CIHK operation was dormant as of the first fiscal quarter of 2025, the Company’s business operations are conducted by the Company and not CAPI.

Current wording

Capstone Companies, Inc. (“Company” or “CAPC”) is organized under the laws of the State of Florida. The Company has been a designer, manufacturer and marketer of consumer inspired products that simplify daily living through technology, including the Connected Chef. Since 2024, the Company has adopted a new strategic focus to develop a HFS Business or a business related to HFS Business (defined below inHealth, Fitness and Social Activities Business). Outside of the efforts to license the Connected Chef, the Company is not engaged in the consumer product business as of the date of filing of this Form 10-Q. Over the past decade, the Company’s various product lines have been distributed globally including consumer markets in Australia, Japan, Korea, North America, South America, and the United Kingdom. The primary operating subsidiary was Capstone Industries, Inc. (“CAPI”), a Florida corporation located at the principal executive offices of the Company. Capstone International Hong Kong, Ltd., or “CIHK”, was established to expand the Company’s product development, engineering, and factory resource capabilities. With the 2021 shift of OEM manufacturing to Thailand from China, the CIHK operation was dormant as of the first fiscal quarter of 2025, and the Company’s business operations are conducted by the Company and not CAPI.

Previous wording

LED Lighting Product Line. Historically, LED lighting products were the Company’s core consumer product business. The Capstone Lighting andHoover Home LED brands, combined, sold millions of LED lighting products, but by 2023 the LED lighting products had matured and ceased to garner sufficient orders to maintain production. The impact of tariffs also adversely impacted the commercial viability of the LED lighting products. The Company switched its business focus to its Connected Surface products as a replacement product line. The first Connected Surface product was the Smart Mirror, but the Company’s Smart Mirror product line did not achieve sustainable sales to allow the continued production and promotion of the Smart Mirror products beyond fiscal year 2023. As a replacement for the Smart Mirror product line, the Company pursued commercialization of the Connected Chef, as a product under the Connected Surfaces initiative, which initiative sought to develop Internet-connected, “smart” consumer products. As of the date of the filing of this Form 10-Q, the Connected Chef licensing arrangement described in the following paragraph has been the only commercialization of the Connected Chef.

Current wording

LED Lighting Product Line. Historically, LED lighting products were the Company’s core consumer product business. The Capstone Lighting and Hoover Home LED brands, combined, sold millions of LED lighting products, but by 2023 the LED lighting products had matured and ceased to garner sufficient orders to maintain production. The impact of tariffs also adversely impacted the commercial viability of the LED lighting products. The Company switched its business focus to its Connected Surface products as a replacement product line. The first Connected Surface product was the Smart Mirror, but the Company’s Smart Mirror product line did not achieve sustainable sales to allow the continued production and promotion of the Smart Mirror products beyond fiscal year 2023. As a replacement for the Smart Mirror product line, the Company pursued commercialization of the Connected Chef, as a product under the Connected Surfaces initiative, which initiative sought to develop Internet-connected, “smart” consumer products. As of the date of the filing of this Form 10-Q, the Connected Chef licensing arrangement described in the following paragraph has been the only commercialization effort for the Connected Chef.

Previous 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 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 receive a license fee of $15 for each Connected Chef sold and received by a buyer. Promotion, marketing and sale of the Connected Chef is subject to finalizing production arrangements with the contract manufacturer of the Connected Chef. The term of the License is 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 have been no sales of the Connected Chef and no license revenue generated for the

Current 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.

Previous wording

Health, Fitness and Social Activities Business. During 2024, the Company commenced its business development of a business line or software development project focused on year-round health, fitness and social activities (this business line being referred to as “HFS” or “HFS business”). Due to the popularity of sports like pickle ball and flag football, health, fitness and social activities at dedicated facilities are being developed nationwide. Pickle ball has been the fastest growing sport in America since 2021 and its popularity is based in large part in that it can be played by all fitness active demographics groups (e.g. children, adults and elders (since it does not require the skills and athleticism of tennis or other physically demanding sports)) and can be played as a recreational or competitive amateur/collegiate and professional sport. Professional pickle ball is increasingly popular sports entertainment. A typical HFS facility offers sports like indoor and outdoor pickle ball, padel and often another recreational sport or sports (e.g. martial arts, swimming, basketball, racquetball, tennis) with a food-drink-entertainment area. Some HFS facilities add field sports like soccer, lacrosse, and football (traditional and flag) in order to host tournaments, local school competitions, or recreational league play. The HFS facilities typically seek individual, family and group memberships charging periodic fees as well as additional fees for special offerings or events. Special events consist of children summer camps, birthday parties, corporate employee outings, or corporate sponsor events promoting their specific products (e.g. drinks, cooler products, drink ware, sporting equipment, apparel) through branding which may be performed in house by the HFS facility.

Current wording

Health, Fitness and Social Activities Business. During 2024, the Company commenced its efforts for the business development of a business line or software development project focused on year-round health, fitness and social activities (this business line being referred to as “HFS” or “HFS business”). Due to the popularity of sports like pickle ball and flag football, health, fitness and social activities at dedicated facilities are being developed nationwide. Pickle ball has been the fastest growing sport in America since 2021 and its popularity is based in large part in that it can be played by all fitness active demographics groups (e.g. children, adults and elders (since it does not require the skills and athleticism of tennis or other physically demanding sports)) and can be played as a recreational or competitive amateur/collegiate and professional sport. Professional pickle ball is increasingly popular sports entertainment. A typical HFS facility offers sports like indoor and outdoor pickle ball, padel and often another recreational sport or sports (e.g. martial arts, swimming, basketball, racquetball, tennis) with a food-drink-entertainment area. Some HFS facilities add field sports like soccer, lacrosse, and football (traditional and flag) in order to host tournaments, local school competitions, or recreational league play. The HFS facilities typically seek individual, family and group memberships charging periodic fees as well as additional fees for special offerings or events. Special events consist of children summer camps, birthday parties, corporate employee outings, or corporate sponsor events promoting their specific products (e.g. drinks, cooler products, drink ware, sporting equipment, apparel) through branding which may be performed in house by the HFS facility.

Previous wording

As part of business development efforts for the proposed HFS business, on March 13, 2025, the Company entered into a Memorandum of Understanding (“MOU”) with Coppermine whereby the Company will produce a development plan (“Plan”) for an online customer registration and management application (“CRM Application”) for Coppermine’s owned, affiliated or managed HFS business facilities in the State of Maryland (“Facilities”). These Facilities currently lack an integrated, single customer registration and management application. On May 13, 2025, the Company and Coppermine signed an agreement whereby Capstone will make an assessment and, based on that assessment, produce a written plan and proposal (“Proposal”) for the development, testing and installation of an online customer management and registration application (“Application”) for Coppermine’s year-round social, athletic, and fitness programs and events conducted at twenty (20) facilities in the State of Maryland (“Sites”). This Agreement covers only the assessment and production of the Proposal. If the Proposal is accepted by Coppermine, then the two companies would seek to negotiate a written agreement for the actual development, testing, installation and support of the Application. Coppermine will pay a flat Twenty-Four Thousand Dollars and No Cents ($24,000) for the assessment and production of the Proposal. If the Company develops the Application, then the Company would explore possible commercialization of the Application through licensing of the Application to other providers of social, athletic, and fitness programs and events in the United States, subject to the terms and conditions of any written agreement for the actual development, testing, installation and support of the Application for Coppermine. As of the date of this Form 10-Q filing, there is no written agreement for the development, testing and support of the application.

Current wording

As part of business development efforts for the proposed HFS business, on March 13, 2025, the Company entered into a Memorandum of Understanding (“MOU”) with Coppermine whereby the Company will produce a development plan (“Plan”) for an online customer registration and management application (“CRM Application”) for Coppermine’s owned, affiliated or managed HFS business facilities in the State of Maryland (“Facilities”). These Facilities currently lack an integrated, single customer registration and management application. On May 13, 2025, the Company and Coppermine signed an agreement whereby Capstone will make an assessment and, based on that assessment, produce a written plan and proposal (“Proposal”) for the development, testing and installation of an online customer management and registration application (“Application”) for Coppermine’s year-round social, athletic, and fitness programs and events conducted at twenty (20) facilities in the State of Maryland (“Sites”). This Agreement covers only the assessment and production of the Proposal. If the Proposal is accepted by Coppermine, then the two companies would seek to negotiate a written agreement for the actual development, testing, installation and support of the Application. Coppermine will pay a flat Twenty-Four Thousand Dollars and No Cents ($24,000) for the assessment and production of the Proposal. If the Company develops the CRM Application, then the Company would explore possible commercialization of the CRM Application through licensing of the CRM Application to other providers of social, athletic, and fitness programs and events in the United States, subject to the terms and conditions of any written agreement for the actual development, testing, installation and support of the CRM Application for Coppermine. As of the date of this Form 10-Q filing, there is no written agreement for the development, testing and support of the CRM Application and the development and presentation of the Proposal has not occurred due to Coppermine’s re-evaluation of its operational needs. The Company is uncertain if the development of the CRM Application and presentation of the Proposal will occur.

Previous wording

For the six months ended June 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 six months ended June 30, 2025 was $187,612 as compared to $386,270 in 2024. During the six months ended June 30, 2025 and 2024 the Company used cash in operating activities of approximately $156,600 in 2025 and $109,800 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 June 30, 2025.

Current 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.

Previous wording

As of June 30, 2025, the Company has negative working capital of $325,205 and an accumulated deficit of $11,947,212. The Company’s cash balance increased by approximately $26,000 from $16,000 as of December 31, 2024 to $42,000 as of June 30, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Current 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.

Previous wording

Besides the license of the Connected Chef kitchen appliance product, 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. 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 strategic focus of the Company’s business operations in 2025 are the pursuit of the HFS Business and related apparel and logo branding business of the HFS industry, development of a customer registration and management application (“CRM Application”) for the HFS industry, and the third-party licensing of the Connected Chef. The long-term business strategy of the Company is focused on the HFS Business (including the apparel and logo branding business) and development of the CRM application and potential licensing to other HFS businesses, with the third-party licensing of the Connected Chef as a secondary business. 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 three fiscal quarters of 2025.

Current 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.

Previous wording

In terms of any pursuit of the apparel and logo branding business of the HFS industry, the Company is seeking to penetrate an industry that is perceived by the Company as rapidly expanding nationwide with many existing and new companies that have established operations and brand recognition. The HFS industry also has emerging regional or potentially national HFS chains and franchises. The Company may be unable to establish a competitive, sustainable apparel and logo branding business in the face of a rapidly growing industry with competitors who have established operations, greater funding than the Company and established brand recognition. 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

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.

Previous wording

With a third-party licensing consumer product, the Connected Chef, the Company competes in competitive consumer market channels that can be affected by volatility from a number of general business and economic factors such as, consumer confidence and preferences, employment levels, new technologies, credit availability, costs and barriers of producing products from foreign original equipment manufacturers (“OEMs”) and commodity costs. Demand for the consumer products like the Connected Chef is highly dependent on economic drivers such as consumer spending and discretionary income. Technological changes can also undermine the appeal of devices like the Connected Chef. Consumers can opt to use a smart cell phone, tablet or laptop for Internet access for recipes and kitchen arts instead of using a dedicated device like the Connected Chef. Further, Amazon.com offers the Echo Show 21-inch kitchen hub with built-in Fire TV and Alexa functions. While the Echo Show is not focused on recipes and kitchen arts like the Connected Chef, being more a general smart TV with Internet connection for the kitchen, it is still potentially competitive to the Connected Chef. The purported market appeal of the Connected Chef is that it’s tailored to kitchen use for recipes and kitchen arts and designed to withstand the conditions of a kitchen, which is not the case for smart cell phones, tablets and laptops. The Connected Chef is counting on consumers preferring a dedicated kitchen device rather than using and risking damage to devices primarily designed and used for other functions and uses.

Current wording

With a third-party licensing consumer product, if such licensing does occur, the Connected Chef, the Company’s product would compete in competitive consumer market channels that can be affected by volatility from a number of general business and economic factors such as, consumer confidence and preferences, employment levels, new technologies, credit availability, costs and barriers of producing products from foreign original equipment manufacturers (“OEMs”) and commodity costs. Demand for the consumer products like the Connected Chef is highly dependent on economic drivers such as consumer spending and discretionary income. Technological changes can also undermine the appeal of devices like the Connected Chef. Consumers can opt to use a smart cell phone, tablet or laptop for Internet access for recipes and kitchen arts instead of using a dedicated device like the Connected Chef. Further, Amazon.com offers the Echo Show 21-inch kitchen hub with built-in Fire TV and Alexa functions. While the Echo Show is not focused on recipes and kitchen arts like the Connected Chef, being more a general smart TV with Internet connection for the kitchen, it is still potentially competitive to the Connected Chef. The purported market appeal of the Connected Chef is that it’s tailored to kitchen use for recipes and kitchen arts and designed to withstand the conditions of a kitchen, which is not the case for smart cell phones, tablets and laptops. The Connected Chef concept is counting on consumers preferring a dedicated kitchen device rather than using and risking damage to devices primarily designed and used for other functions and uses.

Previous wording

As is true for any consumer product company, the Company faces competition from numerous competitors in the consumer product industry, foreign and domestic, and some of those competitors have substantially greater market share, brand recognition, distribution and financial and technical resources than the Company. The Company’s strategy has been to develop well designed and well-made products that appeal to a niche market. The Company also relies on the production and engineering resources and technical expertise of its contract manufacturers to compensate for a lack of those resources internally. The lack of working capital hinders the ability of the Company to leverage the development, design and production capabilities of OEMs.

Current wording

As is true for any consumer product and with respect to the Connected Chef, the Connected Chef, if produced and marketed, would face competition from numerous competitors in the consumer product industry, foreign and domestic, and some of those competitors and their products have substantially greater market share, brand recognition, distribution and financial and technical resources than any prospective licensee or the Connected Chef. The Connected Chef has not been produced or sold to consumers. The Company’s strategy in the past has been to develop well designed and well-made products that appeal to a niche market. The Company also relies on the production and engineering resources and technical expertise of its OEMs to compensate for a lack of those resources internally. The lack of adequate working capital hinders the ability of the Company to leverage the development, design and production capabilities of OEMs. With the termination of the License Agreement during the first week of November 2025, the Company is uncertain if it will seek further licensing efforts for the Connected Chef in the foreseeable future, especially while trade relations between U.S. and China remain in flux and tense. With limited working capital, the Company may decide or be forced to dedicate its limited and dwindling working capital to business development efforts outside of consumer product licensing.

Previous wording

Due to working capital constraints, the Company’s focus for the Connected Chef is licensing of the promotion, marketing, production and sales/distribution to third parties. A typical arrangement would be a distributor or product company licensing the right to promote, market, distribute and sell the Connected Chef, which would be ordered from a Company’s authorized contract manufacturer. The Company would be merely the licensor and would not be required to fund or handle the promotion, marketing, production, distribution and sale of the product. The Company is exploring such an arrangement with a limited number of prospective distributors.

Current wording

If the Company does make a future effort to license the Connected Chef, then a typical arrangement would be with a distributor or product company licensing the right to promote, market, distribute and sell the Connected Chef, which would be ordered from a Company’s authorized contract manufacturer. The Company would be merely the licensor and would not be required to fund or handle the promotion, marketing, production, distribution and sale of the product. With the termination of the License Agreement during the first week of November 2025, the Company is uncertain if it will seek further licensing efforts for the Connected Chef in the foreseeable future, especially while trade relations between U.S. and China remain in flux and tense. With limited working capital, the Company may decide or be forced to dedicate its limited and dwindling working capital to business development efforts outside of consumer product licensing.

Previous wording

As a consumer product company in fiscal years prior to 2025, we used direct sales by our former Chief Executive Officer and sales agents to sell our consumer products, which effort included direct sales aimed to Big Box and home-goods chain retailers. There were no sales during the first quarter of 2025.

Current wording

As a consumer product company in fiscal years prior to 2025, we used direct sales by our former Chief Executive Officer and sales agents to sell our consumer products, which effort included direct sales aimed to Big Box and home-goods chain retailers. There were no sales during the third quarter of 2025.

Previous wording

The Company has historically promoted its products to retailers and distributors at North American trade shows, such as the Consumer Electronics Show (“CES”) or the International Hardware Show but also relied on the retail sales channels to advertise its products directly to the end user consumers through various promotional activities. With the License, promotion of the Connected Chef will be conducted by the licensee.

Current wording

The Company has historically promoted its products to retailers and distributors at North American trade shows, such as the Consumer Electronics Show (“CES”) or the International Hardware Show but also relied on the retail sales channels to advertise its products directly to the end user consumers through various promotional activities.

Previous wording

In the six months ended June 30, 2025, the Company had no major customers.

Current wording

In the nine months ended September 30, 2025, 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 is not emphasizing 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. The Company’s Social Media accounts are:

Current 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:

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 current and potential customers, associates or vendors, results of operations, product development and make us unable or limit our ability to respond to customers’ demands.

Current 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.

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:

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: 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.

Previous wording

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

Previous wording

Operating expenses include sales and marketing expenses, advertising expense and costs related to employee’s compensation. In addition, operating expense include charges relating to product development, office and warehousing, accounting, legal, and insurance.

Current wording

Operating expenses include sales and marketing expenses, advertising expense and costs related to consultant fees. In addition, operating expense include charges relating to office expenses, accounting, legal, and insurance.

Previous wording

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

Current 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.

Previous wording

Gross profit for the three months ended June 30, 2025, and 2024, was $0 and $99,799 respectively as the Company did not have a revenue generating product line as of the period ended June 30, 2025. Gross Profit as a percent of revenue was 0% in the three months ended June 30, 2025 as compared to 70% in the same period of 2024.

Current wording

Gross profit for the three months ended September 30, 2025, and 2024, was $0, respectively as the Company did not have a revenue generating product line as of the period ended September 30, 2025. Gross Profit as a percent of revenue was 0% in the three months ended September 30, 2025 and 2024.

Previous wording

Gross profit for the six months ended June 30, 2025, and 2024, was approximately $0 and $105,249, respectively, a decrease of $105,249 from the previous year, as the Company did not have a revenue generating product line as of the period ended June 30, 2025. Gross Profit as a percent of revenue was 0% in the six months ended June 30, 2025 as compared to 73% in the same period of 2024.

Current wording

Gross profit for the nine months ended September 30, 2025, and 2024, was approximately $0 and $143,268, respectively, a decrease of $143,268 from the previous year, as the Company did not have a revenue generating product line as of the period ended September 30, 2025. Gross Profit as a percent of revenue was 0% in the nine months ended September 30, 2025 as compared to 73% in the same period of 2024.

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 six month period ended June 30, 2025.

Current 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.

Previous wording

For the three months ended June 30, 2025, and 2024, sales and marketing expenses were $0 and $7,812 respectively.

Current wording

For the three months ended September 30, 2025, and 2024, sales and marketing expenses were $0, respectively.

Previous wording

For the six months ended June 30, 2025, and 2024, sales and marketing expenses were $0 and $17,403, respectively, a decrease of $17,400 or 100%, as the Company did not have a revenue generating product line as of the period ended June 30, 2025.

Current wording

For the nine months ended September 30, 2025, and 2024, sales and marketing expenses were $0 and $17,000, respectively, a decrease of $17,000 or 100%, as the Company did not have a revenue generating product line as of the period ended September 30, 2025.

Previous wording

For the three months ended June 30, 2025, and 2024, compensation expenses were $0 and $70,460, respectively.

Current wording

For the three months ended September 30, 2025, and 2024, compensation expenses were $0, respectively.

Previous wording

For the six months ended June 30, 2025, and 2024, compensation expenses were $0 and $153,400 respectively. The company ceased salary deferrals effective June 30, 2024.

Current wording

For the nine months ended September 30, 2025, and 2024, compensation expenses were $0 and $153,000 respectively. The Company ceased salary deferrals effective June 30, 2024.

Previous wording

For the three months ended June 30, 2025, and 2024, professional fees were approximately $43,000 and $77,000 respectively, a decrease of $35,000 or 45%.

Current 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%.

Previous wording

For the six months ended June 30, 2025, and 2024, professional fees were approximately $120,900 and $194,400 respectively, a decrease of $73,500 or 61%. The Company was cognizant to reduce expenses as a result of not having a revenue generating product line as of the period ended June 30, 2025.

Current wording

For the nine months ended September 30, 2025, and 2024, professional fees were approximately $151,000 and $230,000 respectively, a decrease of $79,000 or 35%. The Company was cognizant to reduce expenses as a result of not having a revenue generating product line as of the period ended September 30, 2025.