CAPC

Our public auditors issued a going concern opinion in connection with the audit of our annual financial statements for the fiscal year ended December 31, 2025.
The declining revenues in 2024 of our business line of LED lighting products and the lack of a sufficient revenue generating operation in 2025 have resulted in significant operating losses and imposed a need to sustain operations with outside funding of working capital.
In order to attempt to secure adequate working capital in 2025, we took the actions detailed below.
These actions are not deemed sufficient to meet all expected working capital needs for 2026 or to license the Connected Chef or complete a business combination or purchase a new revenue generating product line.
We anticipate the need to raise working capital funding to meet our funding needs in 2026 as we do not have any cash flow from operations.
Because of the low market price and liquidity of our Common Stock, our declining financial performance, lack of hard assets required for asset based loans, and our transition from a declining product line and primary source to a new, unproven product line, we may be unable to raise necessary, affordable and timely working capital in 2026 and that failure could be fatal to our ability to sustain the Company as an operating company.
During the year ended December 31, 2025, the Company used cash in operations of $282,959 and generated net operating losses of $1,070,894.
As of December 31, 2025, the Company has working capital deficit of $459,069 and an accumulated deficit of $12,679,768.
The Company’s cash balance increased approximately $23,000 from $15,850 as of December 31, 2024, to $39,122 as of December 31, 2025.
Although we have cash on hand, the Company does not have sufficient cash on hand to finance its plan of operations for the next 12 months from the filing of this report and we will need to seek additional capital through debt and/or equity financing to fully fund operational overhead and fully fund the efforts for a possible business combination.
While certain related parties have provided working capital funding to the Company in the past, there is no guarantee, and none can be given that these related parties will do so when and as required by the Company in 2026.
The Company will need additional third-party funding to sustain operations and fund any further business development efforts.
The Company has no consumer products in active production and has no revenue generating operations as of the date of the filing of In 2025, the Company did not generate revenue from the Connected Chef product line.
The Company has not raised the working capital to acquire or launch an HFS operation as of the date of the filing of this Form 10-K report.
Absent adequate working capital funding in 2026, the financial condition of the Company may at some point force the Company to seek to effect an extraordinary corporate transaction to protect shareholder value and sustain the Company as an operating company.
The Company may be unable to effect, if necessary, an extraordinary corporate transaction or obtain significant funding for a new product line in 2026 to sustain the Company as an operating company.
Reorganization under the protection of the bankruptcy code is one possible extraordinary corporate transaction.
The funding provided under the March 3, 2026 promissory note issued to eBliss will be devoted to basic corporate overhead and is not sufficient or intended to fund development of a new business line or product line.
Our operating results and sustainability as an operating company in the future are substantially dependent on the success of HFS development program in 2026.
There can be no assurance the HFS development program will generate sufficient or any revenues, or any continued revenues to fund ongoing operations of the Company.
Our operations depend on a small number of personnel and consultants and the loss of key personnel and consultants or the inability to replace or add key personnel and consultants could have a significant impact on our ability to grow or sustain operations.
We operate executive operations with a relatively small number of personnel and consultants.
The Company has not developed personnel to readily replace key personnel.
The loss of key personnel, being Stewart Wallach, Chairman of the Board of Directors, would severely harm the business.
The loss of Alexander Jacobs, Chief Executive Officer, would be adverse in terms of any efforts to develop a HFS industry business.
Jacobs devotes time to Chief Executive Officer duties deemed sufficient to perform those duties.
Our personnel are focused on executive management.
If our operations grow, we will have to increase the number of our personnel in the future to handle any growth or expansion.
Our ability to find and retain qualified personnel when needed by our growth or existing operations will be an important factor in determining our success in coping with any growth of or efficiently handling existing operational burdens.
In the HFS industry markets and consumer products markets, we historically competed with companies that have greater financial and funding resources, personnel resources, market share, name recognition and technical resources than we do.
Adequate, affordable and available funding is a key factor in our ability to maintain operations.
With the end of the licensing arrangement for the Connected Chef in late 2025 and the absence of current revenue-generating operations, the Company is in a transitional stage as it evaluates and pursues new business opportunities.
During this period, the Company’s activities are primarily focused on corporate compliance, maintaining public company infrastructure and business development efforts, including identifying and evaluating potential acquisitions, strategic partnerships, or new business lines.
As a result of these conditions, there is a risk that market participants, regulators, or other stakeholders could perceive the Company as having limited operations.
Under SEC Rule 12b-2 under the Exchange Act, a Company may be considered a “shell company” if it has no or nominal assets (other than cash) and no or nominal operations.
The determination of whether a company meets this definition is based on specific facts and circumstances and involved judgement.
While the Company continues to maintain organizational infrastructure, management oversight, and active efforts to develop or acquire a new business line, there can be no assurance that these activities will be sufficient to avoid any characterization as a shell company under applicable SEC rules.
If the Company were to be deemed a shell company, it could have significant consequences, including limitations on the availability of Rule 144 for the resale of securities, restrictions on the use of certain registration statements, and increased difficulty in accessing capital markets or completing strategic transactions.
In addition, such a characterization could negatively impact investor perception and the market liquidity of the Company’s common stock.
The Company lack of sustained revenue generating operations and tangible assets has hampered efforts to raise working capital for basic corporate overhead and for business development efforts, including funding of any potential acquisitions.

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Gone since FY2024

Our public auditors issued a going concern opinion in connection with the audit of our annual financial statements for the fiscal year ended December 31, 2024.
The declining revenues in 2024 and 2023 of our business line of LED lighting products and the lack of a sufficient revenue generating operation in 2024 have resulted in significant operating losses and imposed a need to sustain operations with outside funding of working capital.
In order to attempt to secure adequate working capital in 2024, we took the actions detailed below.
These actions are not deemed sufficient to meet all expected working capital needs for 2025 or to license the Connected Chef or complete a business combination or purchase a new revenue generating product line.
We anticipate the need to raise working capital funding to meet our funding needs in 2025 as we do not have any cash flow from operations.
Because of the low market price and liquidity of our Common Stock, our declining financial performance, lack of hard assets required for asset based loans, and our transition from a declining product line and primary source to a new, unproven product line, we may be unable to raise necessary, affordable and timely working capital in 2025 and that failure could be fatal to our ability to sustain the Company as an operating company.
During the year ended December 31, 2024, the Company used cash in operations of $289,548 and generated net operating losses of $995,815.
As of December 31, 2024, the Company has working capital deficit of $144,755 and an accumulated deficit of $11,784,360.
The Company’s cash balance decreased approximately $20,000 from $36,466 as of December 31, 2023, to $15,850 as of December 31, 2024.
Although we have cash on hand, the Company does not have sufficient cash on hand to finance its plan of operations for the next 12 months from the filing of this report and we will need to seek additional capital through debt and/or equity financing to fully fund operational overhead and fully fund the effort to license the Connected Chef product line or establish the HFS business as the primary revenue source in 2025.
While certain directors have provided working capital funding to the Company in the past, including 2024, there is no guarantee, and none can be given that these insiders will do so when and as required by the Company in 2025.
If the HFS business does not produce revenues in 2025, and if the Connected Chef licensing program does not become a viable revenue source in 2025, the Company will need additional third-party funding to sustain operations and efforts to establish the HFS program and the Connected Chef licensing program as a viable revenue sources.
The Company has not yet received pre-production orders for the Connected Chef product line under its licensing program and has not yet acquired or internally developed a HFS operation.
The Company currently lacks the working capital to extensively market the Connected Chef licensing program or fully implement the HFS program.
Company has no consumer products in active production as of the date of the filing of this Form 10-K report.
In 2024, the Company did not have an alternative consumer product line to the Connected Chef product line and would be unable to develop an alternative in 2025 due to a lack of adequate working capital.
The Company has not raised the working capital to acquire or launch a HFS operation as of the date of the filing of this Form 10-K report.
Absent adequate working capital funding in 2025, and a lack of revenue from the Connected Chef licensing program, the financial condition of the Company may at some point force the Company to seek to effect an extraordinary corporate transaction to protect shareholder value and sustain the Company as an operating company.
The Company may be unable to effect, if necessary, an extraordinary corporate transaction or obtain significant funding for a new product line in 2025 to sustain the Company as an operating company.
Reorganization under the protection of the bankruptcy code is one possible extraordinary corporate transaction if the Connected Chef licensing program and HFS business do not become a viable revenue sources and other extraordinary corporate transactions are not possible.
While the Connected Chef licensing program is intended to remove the burden of funding production of products for licensees or licensors, if the Company has to fund a pre-production bulk order for the Connected Chef under the licensing program, the Company will have to raise working capital to fund production and the Company may be unable to raise that funding on affordable terms or at all.
Our operating results and sustainability as an operating company in the future are substantially dependent on the success of the Connected Chef licensing program and HFS development program in 2025.
There can be no assurance that the Connected Chef licensing program or HFS development program will generate sufficient or any revenues, or any continued revenues to fund ongoing operations of the Company.
Our operations depend on a small number of personnel and the loss of key personnel or the inability to replace or add key personnel could have a significant impact on our ability to grow or sustain operations.
We operate the executive operations with a relatively small number of personnel.
Company has not developed personnel to readily replace key personnel.
The loss of key personnel, being Alexander Jacobs, the Company’s newly appointed Chief Executive Officer, would severely harm the business.
Our personnel are focused on executive management or marketing.
Our marketing is supplemented from time to time by contractor sales agencies, and we have a relatively small research and development capability overseas.
We rely on original equipment or contract manufacturers (“OEMs”) for certain technical development and design, and we have no current plans to develop an in-house technical development staff.
The loss of an OEM would disrupt our Connected Chef licensing program if we or the licensee could not find a suitable replacement in short order.
Company evaluates potential OEM’s from time to time to identify possible alternative production and technical development resources.
If our operations grow, we may have to increase the number of our personnel in the future to handle any growth or expansion.
Our ability to find and retain qualified personnel when needed by our growth or existing operations will be an important factor in determining our success in coping with any growth or efficiently handling existing operational burdens.
During a downturn in the economy, or periods of increased inflation, consumer purchases of discretionary items are usually affected, which could materially harm the prospects and performance of the Connected Chef licensing business.
Historic inflation in 2022 through 2024 has created uncertainty about consumer confidence and its impact on demand for our products in 2024.
Inflation remains a concern in 2025 due to U.S. imposition of tariffs on China and major trading partners of the U.S.
Our sole consumer product, the Connected Chef, may be considered discretionary purchase for consumers.
Factors affecting the level of consumer spending for such discretionary items include general economic conditions, unemployment, current inflationary or recession concerns among consumers, the availability of consumer credit and consumer confidence in future economic conditions.
Further, the HFS business may be deemed a non-essential expense by consumers that is also affected by economic and inflationary concerns and events.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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