true 2024 FY This Form 10-K/A, Amendment Number One, (Form 10-K/A) is being filed by Capstone Companies, Inc. (Company) solely to correct certain inadvertent typographical errors contained on page F-26 and page 62 of the Form 10-K Annual Report for the fiscal year ended December 31, 2024, filed by the Company on March 17, 2025 (Original Filing), which typographical errors consisted of: (1) misspelling the first name of Warner Session, a Company Director, as Warren in two notes to the financial statements of the Original Filing; and (2) listing the correct names and titles of the principal executive officer and principal financial officer in the Exhibit List for Exhibits 31.1, 31.2, 32.1 and 32.2; and (3) adding Exhibit 3.1.1.1.1 to the Exhibit List of the Original Filing to state the location in a SEC filing of the text of a 2023 amendment to the Companys Amended and Restated Articles of Incorporation, which amendment was filed as Attachment One to the definitive Information Statement filed by the Company with the Commission on May 25, 2023. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Form 10-K/A is signed by a duly authorized representative of the Company. It includes, as Exhibits 31.1, 31.2, 32.1 and 31.2, the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Companys other filings with the SEC subsequent to the date of the Original Filing. 0000814926

 0000814926

 2024-01-01
 2024-12-31

 0000814926

 2024-06-30

 0000814926

 2025-03-17

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 FORM 10-K/A

 Amendment
Number One

 (Mark One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _______ to _______

 Commission File Number 000-28831

 CAPSTONE COMPANIES, INC.

 (Exact name of small business issuer as specified
in its charter)

 Florida

 84-1047159

 (State or Other Jurisdiction of Incorporation)

 (I.R.S. Employer No.)

 # 144-V 10 Fairway Drive, Suite 100,

 Deerfield Beach, Florida 33441

 (Address
of principal executive offices) (Zip Code)

 ( 954)
 252-3440

 (Small
business issuer's telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Exchange Act:

 Title of each
 class Trading

 Name of each
 exchange on which registered

 Symbol(s)

 None

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act:

 COMMON
STOCK, $0.0001 PAR VALUE

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes
No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes No

by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, emerging growth company
or a smaller reporting company. See definitions of "large, accelerated filer", "accelerated filer", "emerging
growth company" and "smaller reporting Company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large
accelerated filer Accelerated filer Non-accelerated filer Smaller reporting Company
Emerging Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As
of June 30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of our common stock issued and outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed
by reference to the closing sales price for the common stock on June 30, 2024, as reported on the OTC QB Venture Market, was $ 358,899

 Number
of estimated shares outstanding of the Registrant's Common Stock as of March 17, 2025 is 48,826,864.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None

 Explanatory Note

 This Form 10-K/A, Amendment Number One,
("Form 10-K/A") is being filed by Capstone Companies, Inc. ("Company") solely to correct certain inadvertent
typographical errors contained on page F-26 and page 62 of the Form 10-K Annual Report for the fiscal year ended December 31,
2024, filed by the Company on March 17, 2025 ("Original Filing"), which typographical errors consisted of: (1)
misspelling the first name of Warner Session, a Company Director, as "Warren" in Item 16 and Note 8 of the financial
statements of the Original Filing; and (2) listing the correct names and titles of the principal executive officer and principal
financial officer in the Exhibit List for Exhibits 31.1, 31.2, 32.1 and 32.2; and (3) adding Exhibit 3.1.1.1.1 to the Exhibit List
of the Original Filing to state the location in a SEC filing of the text of a 2023 amendment to the Company's Amended and
Restated Articles of Incorporation, which amendment was filed as Attachment One to the definitive Information Statement filed by the
Company with the Commission on May 25, 2023. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Form
10-K/A is signed by a duly authorized representative of the Company. It includes, as Exhibits 31.1, 31.2, 32.1 and 31.2, the
certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

 Except
as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of
the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date
subsequent to the filing of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Company's
other filings with the SEC subsequent to the date of the Original Filing.

 Item 15. Exhibits and Financial Statement Schedules

 (b) Exhibits. The following exhibit are filed with
this Form 10K/A.

 3. EXHIBITS

 Exhibits Required by Item 601 of Regulation
S-K. Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the
Company and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does
not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. A copy of such instrument will
be furnished to the Securities and Exchange Commission upon request.

 3.1

 Articles of Incorporation of CHDT Corp. Incorporated by reference to Annex G to the Special Meeting Proxy Statement, Dated April 15, 2004, filed by CHDT Corporation with the Commission on April 20, 2004.

 3.1.1

 Amended and Restated Articles of Incorporation of Capstone Companies, Inc. Incorporated by reference to Exhibit 3.1 to Form 8-K filed by Capstone Companies, Inc. with the Commission on July 14, 2009.

 3.1.1.1

 A mendment to Amended and Restated Articles of Incorporation of Capstone Companies, Inc., as filed with Florida Secretary of State on June 8, 2016. Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by Capstone Companies, Inc. with the Commission on June 8, 2016.

 3.1.1.1.1

 Amendment to Amended and Restated Articles
 of Incorporation of Capstone Companies, Inc., incorporated by reference to Attachment One to the Information Statement, filed with the
 Commission on May 25, 2023.

 3.2

 By-laws of Capstone Companies, Inc. Incorporated by reference to Annex H the Special Meeting Proxy Statement, Dated April 15, 2004, filed by CHDT Corporation with the Commission on April 20, 2004.

 4.6

 Description of Capstone Companies, Inc. Securities as of December 31, 2021

 10.01

 Employment Agreement by Capstone Companies, Inc. and Stewart Wallach, dated February 5, 2020, filed by Capstone Companies, Inc with the Commission on March 30, 2020.

 10.02

 Consulting Agreement by Capstone Companies, Inc. and Eschenburg Perez CPA, LLC, dated January 20, 2025.

 10.08

 Financial Services Agreement dated March 1, 2017, by Capstone Companies, Inc. and Wilmington Capital Securities, LLC. Incorporated by reference to Exhibit 10.18 to Form 10-K filed by Capstone Companies, Inc with the Commission on March 28, 2018.

 Code of Ethics Policy. Exhibit 14 of the Capstone Companies, Inc. Form 8-K, as filed with the Commission on March 22, 2018.

 Insider Trading Policy, dated February 25, 2025

 21.1

 Subsidiaries of Capstone Companies, Inc. ^

 31.1

 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Stewart Wallach, Chief Executive Officer^

 31.2

 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Dana E. Perez, principal accounting officer and fractional Chief Financial Officer. ^

 32.1

 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Stewart Wallach, Chief Executive Officer. ^

 32.2

 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Dana E. Perez, principal accounting officer and fractional Chief Financial Officer. ^

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Note: CHDT Corp. is a prior name of Capstone Companies, Inc.

 ^ Filed Herein.

 CAPSTONE
COMPANIES, INC.

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, Capstone Companies, Inc. has caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, in Broward County, Florida on this 8th day of April
2025.

 By:
/s/ Stewart Wallach

 Chair
of the Board of Directors