NOTES PAYABLE TO RELATED AND UNRELATED PARTIES

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

NOTES PAYABLE TO RELATED AND UNRELATED PARTIES

NOTE 3 – NOTES PAYABLE TO RELATED AND UNRELATED PARTIES

Working Capital Loan with Directors and Unrelated Party

On October 31, 2024, the Company executed an unsecured promissory note with a then unrelated party, Coppermine Ventures, LLC (“Coppermine”), to provide $125,914 in working capital funding for daily operations. Principal accrues simple interest at a rate of 7 percent per annum, maturing July 31, 2025. On November 26, 2024, Coppermine provided an additional $53,018 in working capital funding for daily operations. On February 3, 2025, Coppermine provided an additional $111,363 in working capital for daily operations. See Note 7 - Subsequent Events.

On December 4, 2024, the CEO of Coppermine Ventures, Alexander Jacobs, was appointed as CEO and Director of Capstone Companies, Inc. with former CEO Stewart Wallach resigning and remaining as Capstone Companies, Inc Chair of the Board of Directors.

On December 18, 2024, the Company’s Board of Directors approved the cancellation of the related party notes payable existing prior to September 30, 2024, in exchange for shares of B-1 Stock, calculated at a price of $0.07 per share (“the Exchange Price”). The B-1 Stock is convertible into common shares, at a rate of 66.66 of common stock for each share of B-1 Stock. Each note holder executed the cancellation agreement and received their pro-rata B-1 Stock in accordance with the Exchange Price. A total of 750,075 shares of B-1 Stock was issued for cancellation of $3,665,303 in principal and accrued interest, inclusive of deferred salary and consulting wages for Stewart Wallach and George Wolf, respectively, as reflected in the table below. As the cancellation of debt was agreed upon by existing equity holders and related parties, the Company recorded the cancellation as a capital transaction and recorded in the statement of stockholder’s deficit as of December 31, 2024. The shares of B-1 Stock were issued in reliance on an exemption from registration under Section 4(a)(2) and Rule 506(b) under the Securities Act of 1933. See Note 5 - Stock Transactions.

As of June 30, 2025 and December 31, 2024, the Company had a total of $361,469 and $178,932, respectively of outstanding principal, on the above referenced funding agreements, and accrued interest of $12,217 and $1,829, respectively. The outstanding principal balances and accrued interest has been presented on the condensed and consolidated balance sheet as follows:

		Notes Payable
		June 30, 2025			December 31, 2024
Current portion of notes payable and accrued interest, related parties	$	373,686		$	180,760
Total notes payable principal and accrued interest		373,686			180,760
Less accrued interest		(12,217	)		(1,829	)
Total notes payable	$	361,469		$	178,931