On May 30, 2007, the Company executed a $575,000 promissory note payable to a director of the Company. This note was amended on July 1, 2009 and again on January 2, 2010. As amended, the note carries an interest rate of 8% per annum. All principal is payable in full, with accrued interest, on January 2, 2011. On November 2, 2007, the Company issued 12,074 shares of its Series B Preferred stock valued at $28,975 as payment towards this loan. As amended, the note is due on or before June 2, 2011. The loan grants to the holder a security interest in the accounts receivable of the Company up to the amount of the unpaid Principal. At June 30th, 2011, the total amount payable on this note was $466,887. During the year 2011 the interest payments were made monthly to the note holder.

On July 11, 2008, the Company received a loan from a director of $250,000. As amended, the note is due on of before January 2, 2012 and carries an interest rate of 8% per annum. At June 30, 2011, the total amount payable on this note was $279,918 including interest of $29,918.

As part of this note payable, the Company also issued a warrant to the loan holder to purchase 4,000,000 shares of common stock at a price of $.025 per share. At the date of issuance, the stock price was $.021 per share. The Company accounted for the debt and warrants using APB 14, whereby the proceeds of $250,000 were allocated between the debt and warrants. This resulted in the warrants being valued at $56,375 which was recorded as additional paid-in capital, and a discount on the note of $56,375 being recognized. The discount was amortized over the term of the note (6 months) to interest expense. At December 31, 2008, the discount had been fully amortized resulting in interest expense of $56,375 being recognized.

On March 11, 2010, the Company received a loan from a director of $100,000. As amended, the note is due on or before January 2, 2012 and carries an interest rate of 8% per annum. At June 30, 2011 the total amount payable on this note was $110,433 including interest of $10,433.

On May 11, 2010, the Company received a loan from a director of $75,000. As amended, the note is due on or before January 2, 2012 and carries an interest rate of 8% per annum. The loan grants to the holder a security interest in the accounts receivable of the Company up to the amount of the unpaid Principal. At June 30, 2011 the total amount payable on this note was $81,822, including interest of $6,822 amount.

On June 11, 2010, the Company received a loan from a director of $150,000. As amended, the note is due on or before July 1, 2011 and carries an interest rate of 8% per annum. The loan grants to the holder a security interest in the accounts receivable of the Company up to the amount of the unpaid Principal. At June 30, 2011 the total amount payable on this note was $162,625 including interest of $12,625

During the quarter ended June 30, 2008, the Company executed three notes payable for a combined total of $200,000 to an officer of the Company. As amended, the notes are due on or before January 2, 2012 and carry an interest rate of 8% per annum. These loans grant to the holder a security interest in the accounts receivable of the Company up to the amount of the unpaid Principal. At June 30, 2011 the total amount due on these notes was $223,935, including interest of $23,935.

On July 16, 2007, Capstone Industries executed a $103,000 promissory note payable to a director of the Company. As amended, the note carries an interest rate of 8% per annum and is due on or before June 2, 2011. In December 2008, the Company borrowed an additional $75,000 from this director. As amended, this note is due on or before June 2, 2011. These loans grant to the holder a security interest in the accounts receivable of the Company up to the amount of the unpaid Principal. At June 30, 2011 the total amount due on these notes was $202,263, including interest of $24,263. For the year 2011 the interest payments were paid monthly to the note holder.

During the First Quarter 2010, Capstone Industries, Inc. received $92,000 loan from Systematic Development Group, LLC. The loan was due on or before Dec 15, 2010 and carried an interest rate of 1.5% simple interest per month (18% annual). This loan was paid in full as of December, 31, 2010.

During Second Quarter 2010, Capstone Industries, Inc. received additional $445,000 loan from Systematic Development Group, LLC. The loan was due on or before Dec 15, 2010 and carried an interest rate of 1.5% simple interest per month (18% annual). This loan was paid in full as of December, 31, 2010

During Third Quarter 2010, Capstone Industries, Inc. received additional $714,000 loan from Systematic Development Group, LLC. The loan was due on or before January 14, 2011 and carried an interest rate of 1.5% simple interest per month (18% annual). The loan granted to the holder a security interest in the inventory purchased pursuant to this agreement until sold, with payment due immediately on advancement of funds from Sterling Factors Corp. At December 31, 2010, the total amount due on this note was $78,625 including accrued interest of $3,625. This loan was paid in full as of March 31, 2011.

On October 4th 2010, Capstone Industries, Inc. received additional $114,000 loan from Systematic Development Group, LLC and carried an interest rate of 1.5% simple interest per month (18% annual). This loan was paid in full at December 31, 2010.

Stewart Wallach, the Company’s Chief Executive Officer and President, is a 65% owner of Systematic Development Group, LLC.

On June 24, 2010, Capstone Industries, entered into a Purchase Order Funding agreement with a director. The agreement provides for loans from the director up to $682,730, with a due date of December 31, 2010, carried a simple interest rate of 1.5%% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale thereof (second position to Sterling Capital Funding). As amended, the note was due on or before March 31, 2011. On June 25, 2010, the Company received $265,000 pursuant to the agreement. During the third quarter 2010, the Company received additional funding of $415,000. During 2010, this note was partially repaid in the amount of $604,605 including $24,605 interest. At December 31, 2010 the total amount payable on this note was $104,882 including accrued interest of $4,882. This loan was paid in full as of March 31, 2011.

On July 21, 2010, the Company entered into a Purchase Order Funding agreement with Everett Fleisig. Mr. Fleisig is the father in law of an officer of the company. The agreement provided for loans up to $356,000, with a due date of December 31, 2010, carried a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding). As of December 31, 2010 the total note amount of $217,513 was repaid in full including interest of $8,513.

On November 29, 2010, the Company entered into a Purchase Order Funding agreement with Rossion Holding LLC .(RHL) The agreement provides for loans up to $140,000, with a due date of April 30 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding). On December 1st, 2010, Company received $47,000 pursuant to the agreement. At March 31, 2011, the note balance due was $50,477 including accrued interest of $3,477. As of June 30, 2011 this note was paid in full.

On December 9, 2010, the Company entered into a Purchase Order Funding agreement with Rossion Holding LLC.(RHL) The agreement provides for loans up to $600,000, with a due date of June 30 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding). As December 31, 2010 the note payable was $101,134 includes accrued interest of $1,134 which was paid off as of March 31, 2011. During the First Quarter 2011, an additional loan of $409,000 was received. At March 31, 2011, the note payable due was $419,137 including accrued interest of $10,137. As of June 30, 2011 this note was paid in full.

On December 9, 2010, Capstone Industries, entered into a Purchase Order Funding agreement with a director. This agreement provides for loans from the director up to $350,000, with a due date of June 30, 2011, carried a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale thereof (second position to Sterling Capital Funding), On December 9, 2010, the Company received $350,000 pursuant to the agreement. At December 31, 2010 the total amount payable on this note was $353,797 including accrued interest of $3,797. This loan was paid in full as of March 31, 2011

On March 17, 2011, Capstone Industries, entered into a Purchase Order Funding agreement with a director. This agreement provides for loans from the director up to $800,000, with a due date of December 31, 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale thereof (second position to Sterling Capital Funding). As of June 30, 2011, the Company received $450,000 pursuant to the agreement. At June 30, 2011 the total amount payable on this note was $459,665 including accrued interest $9,665.

On March 18, 2011, Capstone Industries, entered into a Purchase Order Funding agreement with Phyllis Postal. Mrs. Postal is a mother of a director of the company. This agreement provides for loans from the director up to $300,000, with a due date of December 31, 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale thereof (second position to Sterling Capital Funding). As of June 30, 2011 the Company received $300,000 pursuant to the agreement. At June 30, 2011 the total amount payable on this note was $310,751 including accrued interest of $10,751.

On March 23, 2011, the Company entered into a Purchase Order Funding agreement with Rossion Holding LLC.(RHL) The agreement provides for loans up to $65,000, with a due date of Aug 23, 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding). At March 31, 2010 the note payable was $27,093 includes accrued interest of $93. As of June 30, 2011 this note was paid in full.

On May 27, 2011, the Company entered into a Purchase Order Funding agreement with Everett Fleisig. The agreement provided for loans up to $315,000, with a due date of December 31, 2011, carried a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding). As of June 30, 2011 the total amount payable on this note was $201,479 including accrued interest of $1,479.

On June 17, 2011, Capstone Industries, entered into a Purchase Order Funding agreement with a director. This agreement provides for loans from the director up to $316,000, with a due date of December 31, 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale thereof (second position to Sterling Capital Funding). As of June 30, 2011, the Company received $84,000 pursuant to the agreement. At June 30, 2011 the total amount payable on this note was $84,621 including accrued interest $621.

On May 17, 2011, the Company entered into a Purchase Order Funding agreement with Rossion Holding LLC.(RHL) The agreement provides for loans up to $831,000, with a due date of October 31st, 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding ). At June 30, 2011 the note payable was $277,604 includes accrued interest of $4,604.

On June 22, 2011, the Company entered into a Purchase Order Funding agreement with Rossion Holding LLC.(RHL) The agreement provides for loans up to $585,000, with a due date of October 31st, 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding). At June 30, 2011, no funding was received against this note.

Stewart Wallach, the Company’s Chief Executive Officer and President, is a 65% owner of Rossion Holding LLC.

On December 17, 2010, the Company entered into a Purchase Order Funding agreement with George Wolf. Mr. Wolf is a business partner of the CEO and an officer of the company. The agreement provides for loans up to $392,000, with a due date of June 30, 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding ). At December 31, 2010 the note payable was $38,187 includes accrued interest of $187 which was paid in full as of March 31, 2011. During the first quarter additional $156,000 advance was received on this note. As of March 31, 2011 the note payable was $77,061 including accrued interest of $1,061. During the second quarter additional $100,000 advance was received on this note. As of June 30, 2011 this note was paid in full.

On February 11, 2011, the Company entered into a Purchase Order Funding agreement with George Wolf. The agreement provides for loans up to $106,000, with a due date of Aug 30, 2011, carries a simple interest rate of 1.5% per month (18% annual), and is secured by the product purchased and accounts receivable from the sale of thereof (second position to Sterling Capital Funding). As of June 30, 2011 the note payable was zero.

Based on the above, the total amount payable to officers, directors and related parties as of June 30, 2011 and December 31, 2010 was $2,862,003 and $2,221,457, respectively, including accrued interest of $ 57,867 and $77,250, respectively. The maturities under the notes and loan payable to related parties for the next five years are:

Year Ended December 31,
2011	$	1,334,121
2012		1,527,882
2013		-
2014		-
2015
Total future maturities	$	2,862,003