Asfiled with the Securities and Exchange Commission on May 30, 2023

FileNo.                    

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

CapstoneTechnologies Group, Inc.

7529Red Oak Lane
Charlotte, NC 28226
702-578-2238

(Address,including zip code, and telephone number, including area code,

ofregistrant’s principle executive offices)

MatheauJ. W. Stout, Esq.
201 International Circle, Suite 230

HuntValley, Maryland 21030

(410)429-7076
(Name, address, including zip code, and telephone number, including area code,

ofagent for service)

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box: ☐

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TheRegistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARYPROSPECTUS

CapstoneTechnologies Group, Inc.

5,000,000Shares of Common Stock Offered by the Company

$3.00per share

Thisis the initial public offering of our common stock, par value $0.001 per share. We are selling up to 5,000,000 shares of our commonstock.

Thisoffering will terminate on the date which is 180 days from the effective date of this prospectus, although we may close the offeringon any date prior if the offering is fully subscribed or upon the vote of our board of directors.

Weare offering a Maximum Offering of up to 5,000,000 in Shares of our Common Stock for a fixed price of $3.00 per share forthe duration of the offering

TheCompany is quoted on the OTC Pink market and there is a limited established market for our stock. The offering price of the shares hasbeen determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other establishedcriteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took intoconsideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offeringprice should not be considered an indication of the actual value of our securities.

Investingin our common stock involves a high degree of risk. See “Risk Factors” for certain risks you should consider before purchasingany shares in this offering. This prospectus is not an offer to sell these securities and it is not the solicitation of an offerto buy these securities in any state where the offer or sale is not permitted.

Theoffering is being conducted on a self-underwritten, best efforts basis, which means our management will attempt to sell the shares beingoffered hereby on behalf of the Company. There is no underwriter for this offering.

Theminimum investment in this Offering is $25,000.00.We do not have an arrangement to place the proceeds from this offering in an escrow, trust or similar account. Any funds raised fromthe offering will be immediately available to us for our immediate use.

Anypurchaser of common stock investing $25,000.00 in the offering may be the only purchaser.

Weare an “emerging growth company” as defined in the Jumpstart Our Business Startups Act.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TheCompany does not plan to use this offering prospectus before the effective date.

Proceedsto Company in Offering

TABLEOF CONTENTS

ABOUTTHIS PROSPECTUS

Inmaking your investment decision, you should only rely on the information contained in this prospectus. We have not authorized anyoneto provide you with any other or different information. If anyone provides you with information that is different from, or inconsistentwith, the information in this prospectus, you should not rely on it. We believe the information in this prospectus is materially completeand correct as of the date on the front cover. We cannot, however, guarantee that the information will remain correct after that date.For that reason, you should assume that the information in this prospectus is accurate only as of the date on the front cover and thatit may not still be accurate on a later date. This document may only be used where it is legal to sell these securities. The informationcontained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sales ofour shares of common stock.

Youshould not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your ownadvisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should considerbefore investing in our common stock.

Thisprospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or other jurisdiction in whichsuch offer or solicitation would be unlawful or where the person making the offer is not qualified to do so.

Noaction is being taken in any jurisdictions outside the United States to permit a public offering of our common stock or possession ordistribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions outsidethe United States are required to inform themselves about, and to observe, any restrictions that apply in those jurisdictions to thisoffering or the distribution of this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,”“us,” “our,” and the “Company” refer to Capstone Technologies Group, Inc.

OFFERINGSUMMARY, PERKS AND RISK FACTORS

SUMMARY

CompanyOverview and Plan of Operation

ManagementExperience

TheCompany’s CEO, Michael Pruitt, has a wide range of experience in both operating and serving on the boards of public companies.Our CEO has proven capabilities of identifying quality growth businesses, and leadership teams. The Company intends to operate as a holdingcompany and over time expects to acquire both minority and majority interests in several businesses, some of which will become operatingsubsidiaries. The primary functions of the Company’s role as a holding company will be to allocate capital, choose subsidiary management,advise subsidiary management in areas in which we have specific knowledge and to provide management with support and capital throughour access to institutional investors with whom the Company has existing relationships. .

TargetMarket

Ourinitial target market for strategic acquisitions is the Customer Data Platform Market. While  this market typically consists offirst, second- and third-party data, the Company is aggregating multiple sources of first party data and utilizing sophisticated proprietaryalgorithms to enhance the customer experience. 

Acquisitionof an Interest in DrivenIQ Corporation

Ourfirst transaction in the Customer Data Platform Market space was our acquisition of a minority interest in DrivenIQ on October 12, 2021.As of this date, as a minority shareholder owning 45% of the outstanding equity in DrivenIQ, the Company does not have a controllinginterest in DrivenIQ. DrivenIQ was an operating company when the Company purchased its 45% stake and continues to operate as a marketingdata company.

OnMarch 9, 2022, we providedDrivenIQ’s management with strategic advice and capital for their acquisition of Visitor Data ,The Company supported DrivenIQ in its acquisition of Visitor Data with additional capital, valuation modeling,due diligence and dealstructuring advice.

Sincethe Company’s acquisition of a minority interest in DrivenIQ, the Company has been involved with further software design,developmentand buildout of DrivenIQ’s business model and capabilities. These are some of the typical functions that we will provide to companiesthat we bring under our holding company structure.

TheCompany is now contemplating creating wholly owned operating subsidiaries in vertical markets where we see opportunities to exploit ourfirst party data platform. We also are evaluating additional acquisitions and joint venture opportunities that we believe would bringvalue to our shareholders. DrivenIQ provides an example of the qualities we will look for in future acquisition or joint venture candidates:

Overviewof DrivenIQ

DrivenIQis an omni-data technology solutions company that builds custom 1st party data, location geo-device, AI & CRM-based custom micro-audiencesfor brands, enterprises and retailers. The company make custom precision audiences, from audience curation to ad and media delivery.With a precision-data-driven focus, the goal and vision are to identify the “persona” and “in-market” audienceprofile first, develop geo-zoning precision technology to target only the household, and then determine when and where the “media”messaging should be delivered. 1st Party Data and in-market intelligence allows the customer to eliminate ad waste, achieve higher ROI,and ultimately provide real traffic and measurability because they start and end with the DATA first. With strategic data, AI partnerships& DSP-based relationships, and a niche-based automotive clientele, DrivenIQ is poised to flip how current marketing and advertisingare done digitally today.

DrivenIQ’sentire technology stack was built and developed around zero and 1st party data. Since the company has strategic 1st party multi-use relationships,they can provide exclusive in-market partnerships and the client 1st party DATA as a market differential. By positioning themselves arounddata, and data independence, they align themselves with their clientele to be ahead of Google FLoC and the “cookieless” future.This technology and concept will apply to enterprises, big box retailers, SaaS, or any organization looking to find ways to become moreinnovative and more refined in their audience and ad attack strategy.

Thirdparty data is data that is collected by a company without the direct relationship to the person that the data is being collected from.An example is data purchased using online cookies. Second party data is data shared between two companies for a mutual benefit, for examplecompany A and company B share data that will help both of their efforts. First party data is data that a company collects and owns abouttheir customers, an example would be CRM Data or website visitor data. Zero Part data is data that a customer shares with the companyproactively.

Services

Marketing

DrivenIQmarkets their various products through digital marketing, sales channels and resellers rights. The digital marketing includes searchengine marketing and display. Their sales channels consist of in-house sellers and contractors. The sellers target enterprises, mostlyin the automotive space, and target up-sells throughout campaigns. Their resellers do the same thing as their in-house sellers but marketthe VisitIQ pixel as an add on product to their own company services.

Competition

Inthe case of audience identity solutions, VisitIQ will compete with other data aggregation services, first- and zero-party audience identityservices, geozone companies, and other Audience Experience platforms. We believe that VisitIQ’s ability to compete effectivelyin this space will depend primarily upon:

Inthe case of automotive marketplace solutions, DriveBid will compete against other longtime competitors that offer the ability for consumersto sell and trade their cars to buyers online. We believe that DriveBid’s ability to compete effectively in this space will dependprimarily upon:

Revenue

DrivenIQrevenue is primarily derived from customers using the platform as a Software as a Service (SaaS), which comprises monthly fees paid foraccess that vary according to the amount of data the customer requires. The company plans on offering an additional revenue stream thatis based on Data as a Service (DaaS) in its VisitIQ 2.0 dashboard product.

Thecompany does not plan on having any full-time employees. Planned operating expenses for the next twelve months consist of a total of$655,000. The majority of these expenses ($580,000) are for consultants, legal fees and audit fees. The remainder of the expenses arefor office related expenses.

Thecompany plans on investing the amount raised in excess of $655,000 in target company investments.

CompanyHistory

CapstoneTechnologies Group, Inc. (the “Company,” “we,” “us,” “our,” or “CATG”) wasincorporated in the State of Nevada on March 31, 2009 under the name Designer Export, Inc. On June 30, 2010, the Company effected a stocksplit whereby each stockholder of record of the Company as of July 14, 2010 was issued 2.582781 shares of common stock for each 1 shareof common stock which they hold as of the record date.

OnJune 30, 2010, the Company entered into an Agreement and Plan of Merger with China Bilingual Education Acquisition Inc., a Nevada corporation(“Acquisition Corp”), Kahibah Limited, a limited liability company organized under the laws of the British Virgin Islands(“Kahibah”), Ren Zhiqing, Pan Mingxiao, Ren Shudong, Ren Junnan, Kong Jianwei and Xu Yunxian (collectively, the “KahibahShareholders”), Taiyuan Taiji Industry Development Co., Ltd., an equity joint venture company organized under the laws of the PRC(“Taiyuan Taiji”), Shanxi Taiji Industrial Development Co. Ltd., a limited liability company organized under the laws ofthe PRC (“Shanxi Taiji”), the shareholders of Shanxi Taiji and its subsidiaries and the beneficiaries to the Agreement (collectively,the “Sellers”)., pursuant to which the Acquisition Corp. acquired 100% of the issued and outstanding capital of Kahibah inexchange for 26,100,000 shares of the Company’s common stock, par value $0.001 (the “Merger”). Kahibah was a holdingcompany whose only asset, held through Taiyuan Taiji, a wholly-foreign owned enterprise (“WOFE”) under the laws of the PRCis 95% of the registered capital of Shanxi Taiji an equity joint venture company organized under the laws of the PRC. On November 25,2009, Kahibah entered into a share exchange agreement to sell the remaining 5% ownership to Ms. Ren Baiv. Ms. Ren Baiv is the sisterof Mr. Ren Zhiqing, the Company’s Chief Executive Officer. At December 31, 2010 Ms. Ren Baiv paid 1 million Renminbi (“RMB”)as part of the capital contribution. The 5% ownership was held by Ms. Ren Baiv on behalf of the Taiyuan Taiji in accordance with localChinese regulations, therefore no non-controlling interest is recognized. Shanxi Taiji owned all of the registered capital of ShanxiModern Bilingual School, a private non-enterprise entity incorporated under the laws of the PRC and Sichuan Guangan Experimental HighSchool.

Immediatelyfollowing the Merger, pursuant to an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Liabilities, we transferredall of our pre-Merger assets and liabilities to our wholly-owned subsidiary, Designer Export Holdings, Inc. (“SplitCo”) tocertain of our shareholders. Thereafter, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), we transferredall of the outstanding capital stock of SplitCo to certain of our stockholders in exchange for the cancellation of 3,000,000 shares ofour common stock (the “Split Off Transaction”), with 1,510,000 shares of common stock held by persons who were stockholdersof ours prior to the Merger remaining outstanding. These 1,510,000 shares constitute our “public float” and are our onlyshares of registered common stock and accordingly are our only shares available for resale without further registration.

Aspart of the Merger, the Company’s name was changed from “Designer Export, Inc.” to “China Bilingual Technology& Education Group, Inc.” As a result of these transactions, persons affiliated with Kahibah at the time of the merger ownedsecurities that in the aggregate represented approximately 87% of the equity in the Company.

OnJune 30, 2010, the Company entered into a Share Exchange Agreement (“Agreement”) with Kahibah Limited (“KL”),a British Virgin Islands (“BVI”) corporation and its shareholders. According to this Agreement, the Company acquired allthe issued and outstanding shares of KL. The Company issued 26,100,076 shares of its common stock, after giving effect to the cancellationof 7,748,343 shares on June 30, 2010, to KL’s shareholders in exchange for 100% of the shares of KL. After the closing of the transaction,the Company had a total of 30,000,005 shares of common stock issued and outstanding, with KL’s shareholders owning 87% of the totalissued and outstanding shares of the Company’s common stock, and the balance held by those who held shares of the Company’scommon stock prior to the closing of the exchange. This transaction resulted in KL’s shareholders obtaining a majority voting interestin the Company.

Theacquisition of KL and the operations of its subsidiaries were accounted for as a reverse merger, whereby KL was the continuing entityfor financial reporting purposes and was deemed, for accounting purposes, to be the acquirer of the Company. In accordance with the applicableaccounting guidance for accounting for the business combination as a reverse merger, KL was deemed to have undergone a recapitalization,whereby KL was deemed to have issued common stock to the Company’s common equity holders. Accordingly, although the Company, asKL’s parent company, was deemed to have legally acquired KL, in accordance with the applicable accounting guidance for accountingfor the transaction as a reverse merger and re-capitalization, KL was the surviving entity for accounting purposes and its assets andliabilities are recorded at their historical carrying amounts with no goodwill or other intangible assets recorded as a result of theaccounting merger with the Company. As part of the acquisition, the Company changed its name to China Bilingual Technology & EducationGroup Inc. Since the ownership of KL and its Subsidiaries was substantially the same, the merger with each was accounted for as a transferof equity interests between entities under common control, whereby the acquirer recognized the assets and liabilities of each Subsidiarytransferred at their carrying amounts. The reorganization was treated similar to the pooling of interest method with carry over basis.

OnAugust 31, 2011, the Company’s entered into an Equity Transfer Agreement and purchased all of the outstanding equity of ShanxiRising Education Investment Company Limited (the “Investment Company”) from the equity holders (the “Sellers”)for a total purchase consideration of RMB 690,000,000 (approximately $108,226,806). The acquisition of the Investment Company was accountedfor as a business combination under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”).

Priorto closing the Equity Transfer Agreement, the Company became involved in the operations of the Shanxi South Campus in the spring of 2011.With the consent of the Investment Company, the Company assisted in the operations, accounting and promotion of the school to attractmore and better students for the 2011-2012 school year. Some of these responsibilities included collecting prepaid tuition, room &board and other school fees (“School Fees”) in advance of the school year, which combined with better operations, highertuition rates and an increase in enrollment led to an increase in deferred revenue at August 31, 2011. The Company’s involvementat the Shanxi South Campus was under the direction of Investment Company management until it assumed control of the Investment Companyon August 31, 2011, in accordance with the Equity Transfer Agreement.

TheCompany ceased filing reports with the SEC in 2012 and appears to have ceased operations at that time. Its corporate charter was revoked.This resulted in a Nevada Court Custodianship Proceeding from May 19, 2016 through April 4, 2018. While the Company was reinstated withthe Nevada Secretary of State (NVSOS) on September 26, 2016, it did not file the Annual List the NVSOS that was due on March 13, 2018.This again resulted in revocation of the Company’s corporate charter a year later. Other than these facts, no information is availableconcerning the Company’s former business after the 11/30/2012 Form 10Q.

Bauman& Associates Law Firm (“Bauman”) was appointed custodian of the Company on March 31, 2020.

Asdisclosed in the Company’s final 11/30/2012 Form 10-Q, filed January 14, 2013, the Company, as of November 30, 2012, reported approximately$87 million of liabilities (as well as $142 million of assets). As reported in the 10-Q , all of the Company’ s operations werein the Peoples Republic of China and, hence, were through the above-referenced subsidiaries. The Company owed approximately $41 millionin remaining payments for acquisition indebtedness of the China Rising School, with the last payment due August 31, 2014.

OnAugust 31, 2020, Bauman & Associates Law Firm (“Bauman”) provided a debt extinguishment opinion to the Company on August31, 2020 opining that, based on a reading of the Company’ s SEC filings, the above-referenced liabilities (as well as the reportedoffsetting assets) carried on the Company’s November 30, 2012 balance sheet, were not liabilities (or assets) of the Company ina legal sense, but were liabilities (or assets) of the various Chinese subsidiaries. These liabilities (and assets) were consolidatedonto the balance sheet of the Company as required by GAAP. Bauman was informed that these are discontinued operations and, therefore,were no longer consolidated with the Company’ s liabilities and assets as of March 31, 2018. Bauman further advised that an additionalpayable for acquisition of China Rising School was time- barred under the six-year Nevada statute of limitations for written contracts.

Duringthe quarter ended November 30, 2020, Barbara McIntyre Bauman, the Company’s President, Secretary and Treasurer, paid expenses onbehalf of the Company totaling $3,225 to revive the Company’s operations. On September 3, 2020, the Company issued 250,000,000shares of common stock to Barbara McIntyre Bauman for repayment of this related party debt totaling $3,225.

Pursuantto a term sheet dated January 26, 2021, Sky Direct LLC purchased 250,000,000 shares of common stock from Barbara McIntyre Bauman, triggeringa change in control.

OnFebruary 1, 2021, Barbara McIntyre Bauman resigned from all positions as an officer and director of the Company and appointed MichaelD. Pruitt as CEO, CFO, President, Secretary, Treasurer and sole Director.

OnFebruary 26, 2021, the Company entered into an unsecured convertible promissory note with Sky Direct LLC, an entity controlled by theCompany’s majority shareholder, Sky Direct LLC. The Company funded $1.000,000 under this note as of November 1,, 2021.

OnAugust 5, 2021, the Company entered a reverse 1 for 75 stock split.

OnOctober 5, 2021, the Company entered into an unsecured convertible promissory note with Seacor Capital, Inc. The Company funded $550,000under this note as of November 1, 2021.

BetweenSeptember 30, 2021 and October 12, 2021, the Company entered a series of transactions related to DrivenIQ Corporation and one of itsprimary shareholders. The Company acquired 45% of the common stock of DrivenIQ from one of the founders for $460,000 and has loaned DrivenIQ$790,000 on a 3 year secured note that has an interest rate of 5%. Interest is paid quarterly. It is anticipated that the $790,000 notewill be converted into DrivenIQ preferred stock as part of a later round of Capstone’s investment in DrivenIQ.

Earlyin March 2022, the Company entered into secured convertible notes with NY Farms Group, LLC and Seacor Capital, Inc. Each lender fundedthe Company $2,000,000. The terms of the notes include an Original Issue discount of 7.5%, an interest rate of 7.5% and warrants to purchaseshares of Company common stock equivalent to 50% of the value of the Note and with an exercise price $1.00 per share. An additional $250,000has been received under the same terms in early April 2022 from EROP Enterprises, LLC. An additional $5,000,000 was raised from ArenaInvestors, LP during May 2022, under the same terms.

Inaddition, the Company sold $5,000,000 of preferred stock during May 2022 to Arena Investors, LP. The preferred stock is convertible into5,375,000 common shares, has a dividend of 7.5% per year and has warrants to purchase 2,687,500 shares of company common stock at anexercise price of $1.00 per share.

TheCompany invested $9,000,000 of the proceeds of these notes into DrivenIQ preferred stock. DrivenIQ used the proceeds ofthe investment to make an acquisition and for working capital.

OFFERINGSUMMARY

TheOffering

TheCompany may not be able to sell the Maximum Offering Amount.

Thenet proceeds of the Offering will be the gross proceeds of the Shares sold minus the expenses of the offering.

Ourcommon stock is quoted on OTCMarkets.com under trading symbol “CATG.” We are not listed on any trading market or stock exchange,and our ability to list our stock in the future is uncertain. Investors should not assume that the Offered Shares will be listed. A consistentpublic trading market for the shares may not develop.

InvestmentAnalysis

Thereis no assurance Capstone Technologies Group, Inc. will be profitable, or that management’s opinion of the Company’s futureprospects will not be outweighed in the by unanticipated losses, adverse regulatory developments and other risks. Investors should carefullyconsider the various risk factors below before investing in the Shares.

RISKFACTORS

Thepurchase of the Company’s Common Stock involves substantial risks. You should carefully consider the following risk factors inaddition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investmentand you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associatedwith an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may alsohave an adverse effect on the Company’s business and your investment in the Shares. An investment in the Company may not be suitablefor all recipients of this Prospectus. You are advised to consult an independent professional adviser or attorney who specializes ininvestments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company issuitable in the light of your personal circumstances and the financial resources available to you.

Thediscussions and information in this Prospectus may contain both historical and forward- looking statements. To the extent that the Prospectuscontains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect ofthe Company’s business, please be advised that the Company’s actual financial condition, operating results, and businessperformance may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attemptedto identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ fromthe Company’s current expectations.

Beforeinvesting, you should carefully read and carefully consider the following risk factors:

RisksRelating to the Company and Its Business

TheCompany Has A History of Losses

TheCompany has suffered losses since its inception and there can be no assurance that the Company’s proposed plan of business canbe realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. Thereis no guarantee that it will ever realize any significant operating revenues or that its operations will ever be profitable.

TheCompany Is Dependent Upon Its Management, Key Personnel and Consultants to Execute the Business Plan

TheCompany’s success is heavily dependent upon the continued active participation of the Company’s current executive officer,Michael D. Pruitt, as well as other key personnel and consultants. Loss of the services of one or more of these individuals couldhave a material adverse effect upon the Company’s business, financial condition or results of operations. Mr. Pruitt is currentlyan officer or director of other companies, including, Amergent Hospitality Group, Inc., and thus the amount of time he can devote tothe management of the Company, and the execution of the Company’s business plan, may be limited. Such management roles in othercompanies, could present a potential conflict of interest. Further, the Company’s success and achievement of the Company’sgrowth plans depend on the Company’s ability to recruit, hire, train and retain other highly qualified technical and managerialpersonnel. Competition for qualified employees among companies in the healthy living, healthcare and online industries is intense, andthe loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required forthe expansion of the Company’s activities, could have a materially adverse effect on it. The inability to attract and retain thenecessary personnel, consultants and advisors could have a material adverse effect on the Company’s business, financial conditionor results of operations.

AlthoughDependent Upon Certain Key Personnel, The Company Does Not Have Any Key Man Life Insurance Policies On Any Such People

TheCompany is dependent upon management in order to conduct its operations and execute its business plan; however, the Company has not purchasedany insurance policies with respect to those individuals in the event of their death or disability. Therefore, should any of these keypersonnel, management or founders die or become disabled, the Company will not receive any compensation that would assist with such person’sabsence. The loss of such person could negatively affect the Company and its operations.

TheCompany Is Subject To Income Taxes As Well As Non-Income Based Taxes, Such As Payroll, Sales, Use, Property And Goods And Services Taxes.

Significantjudgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business,there are many transactions and calculations where the ultimate tax determination is uncertain. Although the Company believes that ourtax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be differentfrom what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differencescould have an adverse effect on our consolidated financial position and results of operations in the period or periods for which determinationis made.

TheCompany Is Not Subject To Sarbanes-Oxley Regulations And Lack The Financial Controls And Safeguards Required Of Public Companies.

TheCompany does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controlsthat would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significantdeficiencies or material weaknesses in the quality of our financial controls. The Company expects to incur additional expenses and diversionof management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation requiredin order to comply with the management certification and auditor attestation requirements.

TheCompany Has Engaged In Certain Transactions With Related Persons.

Pleasesee the section of this Prospectus entitled “Interest of Management and Others in Certain Related-Party Transactions and Agreements”

ChangesIn Employment Laws Or Regulation Could Harm The Company’s Performance.

Variousfederal and state labor laws govern the Company’s relationship with our employees and affect operating costs. These laws may includeminimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemploymenttax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adverselyaffect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absenceand mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increasedemployee litigation including claims relating to the Fair Labor Standards Act.

TheCompany’s Bank Accounts Will Not Be Fully Insured

TheCompany’s regular bank accounts and the checking account used for this Offering each have federal insurance that is limited toa certain amount of coverage. It is anticipated that the account balances in each account may eventually exceed those limits at times.In the event that any of Company’s banks should fail, the Company may not be able to recover all amounts deposited in these bankaccounts.

TheCompany’s Business Plan Is Speculative

TheCompany’s present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurancethat the Company will generate significant revenues or profits.

TheCompany Will Likely Incur Debt

TheCompany has incurred debt and expects to incur future debt in order to fund operations. Complying with obligations under such indebtednessmay have a material adverse effect on the Company and on your investment.

TheCompany’s Expenses Could Increase Without a Corresponding Increase in Revenues

TheCompany’s operating and other expenses could increase without a corresponding increase in revenues, which could have a materialadverse effect on the Company’s consolidated financial results and on your investment. Factors which could increase operating andother expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges,(3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies,(4) significant increases in insurance premiums, and (5) increases in borrowing costs.

TheCompany Will Be Reliant On Key Suppliers

TheCompany intends to enter into agreements with key suppliers and will be reliant on positive and continuing relationships with such suppliers.Termination of those agreements, variations in their terms or the failure of a key supplier to comply with its obligations under theseagreements (including if a key supplier were to become insolvent) could have a material adverse effect on the Company’s consolidatedfinancial results and on your investment.

IncreasedCosts Could Affect The Company

Anincrease in the cost of raw materials or energy could affect the Company’s profitability. Commodity and other price changes mayresult in unexpected increases in the cost of raw materials, and packaging materials used by the Company. The Company may also be adverselyaffected by shortages of raw materials or packaging materials. In addition, energy cost increases could result in higher transportation,freight and other operating costs. The Company may not be able to increase its prices to offset these increased costs without sufferingreduced volume, sales and operating profit, and this could have an adverse effect on your investment.

IfWe Are Unable To Protect Effectively Our Intellectual Property, We May Not Be Able To Operate Our Business, Which Would Impair Our AbilityTo Compete

Oursuccess will depend on our ability to obtain and maintain meaningful intellectual property protection for any such intellectual property.The names and/or logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarkswho file opposition notices, or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned andused by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challengescould have a material adverse effect on the Company’s consolidated financial results as well as your investment.

Computer,Website or Information System Breakdown Could Affect The Company’s Business

Computer,website and/or information system breakdowns as well as cyber security attacks could impair the Company’s ability to service itscustomers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company’sconsolidated financial results as well as your investment.

ChangesIn The Economy Could Have a Detrimental Impact On The Company

Changesin the general economic climate could have a detrimental impact on consumer expenditure and therefore on the Company’s revenue.It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates,higher unemployment and tax increases) may adversely affect customers’ confidence and willingness to spend. Any of such eventsor occurrences could have a material adverse effect on the Company’s consolidated financial results and on your investment.

TheAmount Of Capital The Company Is Attempting To Raise In This Offering Is Not Enough To Sustain The Company’s Current Business Plan

Inorder to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raisedin the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not ableto raise sufficient capital in the future, we will not be able to execute our business plan, our continued operations will be in jeopardyand we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which couldcause you to lose all or a portion of your investment.

AdditionalFinancing May Be Necessary For The Implementation Of Our Growth Strategy

TheCompany may require additional debt and/or equity financing to pursue our growth and business strategies. These include, but are notlimited to enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating historyand existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will beacceptable to us. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by usof any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholdersand may reduce the price of our Shares.

OurEmployees, Executive Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our OutstandingShares

Ouremployees, executive officers, directors and insider shareholders beneficially own or control a substantial portion of our outstandingtype of stock, which may limit your ability and the ability of our other shareholders, whether acting alone or together, to propose ordirect the management or overall direction of our Company. Additionally, this concentration of ownership could discourage or preventa potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for his Shares.The majority of our currently outstanding Shares of stock is beneficially owned and controlled by a group of insiders, including ouremployees, directors, executive officers and inside shareholders. Accordingly, our employees, directors, executive officers and insidershareholders may have the power to control the election of our directors and the approval of actions for which the approval of our shareholdersis required. If you acquire our Shares, you will have no effective voice in the management of our Company. Such concentrated controlof our Company may adversely affect the price of our Shares. Our principal shareholders may be able to control matters requiring approvalby our shareholders, including the election of directors, mergers or other business combinations. Such concentrated control may alsomake it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third party or enter intodifferent transactions, which require shareholder approval. These provisions could also limit the price that investors might be willingto pay in the future for our Shares.

OurOperating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. If These Assumptions Or Analyses Prove ToBe Incorrect, The Company’s Actual Operating Results May Be Materially Different From Our Forecasted Results

Whetheractual operating results and business developments will be consistent with the Company’s expectations and assumptions as reflectedin its forecast depends on a number of factors, many of which are outside the Company’s control, including, but not limited to:

Unfavorablechanges in any of these or other factors, most of which are beyond the Company’s control, could materially and adversely affectits business, consolidated results of operations and consolidated financial condition.

ToDate, The Company Has Had Operating Losses And May Not Be Initially Profitable For At Least The Foreseeable Future, And Cannot AccuratelyPredict When It Might Become Profitable

TheCompany has been operating at a loss since the Company’s inception. The Company may not be able to generate significant revenuesin the future. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion of the Company’sbusiness. As a result, the Company expects to continue to experience substantial negative cash flow for at least the foreseeable futureand cannot predict when, or even if, the Company might become profitable.

TheCompany May Be Unable To Manage Its Growth Or Implement Its Expansion Strategy

TheCompany may not be able to expand the Company’s product and service offerings, the Company’s markets, or implement the otherfeatures of the Company’s business strategy at the rate or to the extent presently planned. The Company’s projected growthwill place a significant strain on the Company’s administrative, operational and financial resources. If the Company is unableto successfully manage the Company’s future growth, establish and continue to upgrade the Company’s operating and financialcontrol systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, the Company’s consolidatedfinancial condition and consolidated results of operations could be materially and adversely affected.

TheCompany Relies Upon Trade Secret Protection To Protect Its Intellectual Property; It May Be Difficult And Costly To Protect The Company’sProprietary Rights And The Company May Not Be Able To Ensure Their Protection

TheCompany currently relies on trade secrets. While the Company uses reasonable efforts to protect these trade secrets, the Company cannotassure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company’strade secrets to competitors or other third parties. In addition, courts outside the United States are sometimes less willing to protecttrade secrets. Moreover, the Company’s competitors may independently develop equivalent knowledge, methods and know-how. If theCompany is unable to defend the Company’s trade secrets from others use, or if the Company’s competitors develop equivalentknowledge, it could have a material adverse effect on the Company’s business. Any infringement of the Company’s proprietaryrights could result in significant litigation costs, and any failure to adequately protect the Company’s proprietary rights couldresult in the Company’s competitors offering similar products, potentially resulting in loss of a competitive advantage and decreasedrevenue. Existing patent, copyright, trademark and trade secret laws afford only limited protection. In addition, the laws of some foreigncountries do not protect the Company’s proprietary rights to the same extent as do the laws of the United States. Therefore, theCompany may not be able to protect the Company’s proprietary rights against unauthorized third-party use. Enforcing a claim thata third party illegally obtained and is using the Company’s trade secrets could be expensive and time consuming, and the outcomeof such a claim is unpredictable. Litigation may be necessary in the future to enforce the Company’s intellectual property rights,to protect the Company’s trade secrets or to determine the validity and scope of the proprietary rights of others. This litigationcould result in substantial costs and diversion of resources and could materially adversely affect the Company’s future operatingresults.

TheCompany’s Business Model Is Evolving

TheCompany’s business model is unproven and is likely to continue to evolve. Accordingly, the Company’s initial business modelmay not be successful and may need to be changed. The Company’s ability to generate significant revenues will depend, in largepart, on the Company’s ability to successfully market the Company’s products to potential users who may not be convincedof the need for the Company’s products and services or who may be reluctant to rely upon third parties to develop and provide theseproducts. The Company intends to continue to develop the Company’s business model as the Company’s market continues to evolve.

TheCompany Needs to Increase Brand Awareness

Dueto a variety of factors, the Company’s opportunity to achieve and maintain a significant market share may be limited. Developingand maintaining awareness of the Company’s brand name, among other factors, is critical. Further, the importance of brand recognitionwill increase as competition in the Company’s market increases. Successfully promoting and positioning the Company’s brand,products and services will depend largely on the effectiveness of the Company’s marketing efforts. Therefore, the Company may needto increase the Company’s financial commitment to creating and maintaining brand awareness. If the Company fails to successfullypromote the Company’s brand name or if the Company incurs significant expenses promoting and maintaining the Company’s brandname, it would have a material adverse effect on the Company’s consolidated results of operations.

TheCompany Faces Competition In The Company’s Markets From A Number Of Large And Small Companies, Some Of Which Have Greater Financial,Research And Development, Production And Other Resources Than Does The Company

Inmany cases, the Company’s competitors have longer operating histories, established ties to the market and consumers, greater brandawareness, and greater financial, technical and marketing resources. The Company’s ability to compete depends, in part, upon anumber of factors outside the Company’s control, including the ability of the Company’s competitors to develop alternativesthat are superior. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in orderto compete, it would have a material adverse effect on the Company’s consolidated results of operations.

AData Security Breach Could Expose The Company To Liability And Protracted And Costly Litigation, And Could Adversely Affect The Company’sReputation And Operating Revenues

Tothe extent that the Company’s activities involve the storage and transmission of confidential information, the Company and/or third-partyprocessors will receive, transmit and store confidential customer and other information. Encryption software and the other technologiesused to provide security for storage, processing and transmission of confidential customer and other information may not be effectiveto protect against data security breaches by third parties. The risk of unauthorized circumvention of such security measures has beenheightened by advances in computer capabilities and the increasing sophistication of hackers. Improper access to the Company’sor these third parties’ systems or databases could result in the theft, publication, deletion or modification of confidential customerand other information. A data security breach of the systems on which sensitive account information is stored could lead to fraudulentactivity involving the Company’s products and services, reputational damage, and claims or regulatory actions against us. If theCompany is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. If unsuccessfulin defending that litigation, the Company might be forced to pay damages and/or change the Company’s business practices or pricingstructure, any of which could have a material adverse effect on the Company’s operating revenues and profitability. The Companywould also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach.

TheCompany Depends On Third-Party Providers For A Reliable Internet Infrastructure And The Failure Of These Third Parties, Or The InternetIn General, For Any Reason Would Significantly Impair The Company’s Ability To Conduct Its Business

TheCompany will outsource some or all of its online presence and data management to third parties who host the actual servers and providepower and security in multiple data centers in each geographic location. These third-party facilities require uninterrupted access tothe Internet. If the operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-partyprovider, or malicious electronic intrusion into the data center, its business would be significantly damaged. As has occurred with manyInternet-based businesses, the Company may be subject to ‘denial-of-service’ attacks in which unknown individuals bombardits computer servers with requests for data, thereby degrading the servers’ performance. The Company cannot be certain it willbe successful in quickly identifying and neutralizing these attacks. If either a third-party facility failed, or the Company’sability to access the Internet was interfered with because of the failure of Internet equipment in general or if the Company becomessubject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected.

TheCompany’s Employees May Engage In Misconduct Or Improper Activities

TheCompany, like any business, is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentionalfailures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financialinformation or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangementsare subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices.These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission,customer incentive programs and other business arrangements. Employee misconduct could also involve improper or illegal activities whichcould result in regulatory sanctions and serious harm to the Company’s reputation.

LimitationOn Director Liability

TheCompany may provide for the indemnification of directors to the fullest extent permitted by law and, to the extent permitted by suchlaw, eliminate or limit the personal liability of directors to the Company and its shareholders for monetary damages for certain breachesof fiduciary duty. Such indemnification may be available for liabilities arising in connection with this Offering. Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuantto the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnificationis against public policy as expressed in the Securities Act and is therefore unenforceable.

RisksRelating to This Offering and Investment

TheCompany May Undertake Additional Equity or Debt Financing That May Dilute The Shares In This Offering

TheCompany may undertake further equity or debt financing, which may be dilutive to existing shareholders, including you, or result in anissuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and alsoreducing the value of Shares subscribed for under this Offering.

AnInvestment In The Shares Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment

Aninvestment in the Company’s Shares is speculative, and there is no assurance that investors will obtain any return on their investment.Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

TheShares Are Offered On A “Best Efforts” Basis And The Company May Not Raise The Maximum Amount Being Offered

Sincethe Company is offering the Shares on a “best efforts” basis, there is no assurance that the Company will sell enough Sharesto meet its capital needs. If you purchase Shares in this Offering, you will do so without any assurance that the Company will raiseenough money to satisfy the full Use Of Proceeds To Issuer which the Company has outlined in this Prospectus or to meet the Company’sworking capital needs.

IfThe Maximum Offering Is Not Raised, It May Increase The Amount Of Long-Term Debt Or The Amount Of Additional Equity It Needs To Raise

Thereis no assurance that the maximum amount of Shares in this offering will be sold. If the maximum Offering amount is not sold, we may needto incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase ourdebt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equitythat we will have to seek in the future will further dilute those investors participating in this Offering.

WeHave Not Paid Dividends In The Past And Do Not Expect To Pay Dividends In The Future, So Any Return On Investment May Be Limited To TheValue Of Our Shares

Wehave never paid cash dividends on our Shares and do not anticipate paying cash dividends in the foreseeable future. The payment of dividendson our Shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that managementmay consider relevant. If we do not pay dividends, our Shares may be less valuable because a return on your investment will only occurif its stock price appreciates.

TheCompany May Not Be Able To Obtain Additional Financing

Evenif the Company is successful in selling the maximum number of Shares in the Offering, the Company may require additional funds to continueand grow its business. The Company may not be able to obtain additional financing as needed, on acceptable terms, or at all, which wouldforce the Company to delay its plans for growth and implementation of its strategy which could seriously harm its business, financialcondition and results of operations. If the Company needs additional funds, the Company may seek to obtain them primarily through additionalequity or debt financings. Those additional financings could result in dilution to the Company’s current shareholders and to youif you invest in this Offering.

TheOffering Price Has Been Arbitrarily Determined

Theoffering price of the Shares has been arbitrarily established by the Company based upon its present and anticipated financing needs andbears no relationship to the Company’s present financial condition, assets, book value, projected earnings, or any other generallyaccepted valuation criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now orin the future.

TheSubscription Agreement Contains an Exclusive Forum Provision for Disputes

TheSubscription Agreement used for investors to purchase our Shares is governed by and construed solely in accordance with the internallaws of the State of Nevada with respect to contracts executed, delivered and to be fully performed therein, without regard to the conflictsof laws principles thereof. By entering into the Subscription Agreement, the subscriber expressly and irrevocably agrees that any suitor proceeding arising under Subscription Agreement or the consummation of the transactions contemplated hereby, (except those actionsarising under the Securities Act of 1933 or the Securities Exchange Act of 1934), shall be brought solely in a federal or state courtlocated in the State of Nevada.

TheManagement Of The Company Has Broad Discretion In Application of Proceeds

Themanagement of the Company has broad discretion to adjust the application and allocation of the net proceeds of this offering in orderto address changed circumstances and opportunities. As a result of the foregoing, the success of the Company will be substantially dependentupon the discretion and judgment of the management of the Company with respect to the application and allocation of the net proceedshereof.

AnInvestment in the Company’s Shares Could Result In A Loss of Your Entire Investment

Aninvestment in the Company’s Shares offered in this Offering involves a high degree of risk and you should not purchase the Sharesif you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the nearfuture.

ThereIs No Assurance The Company Will Be Able To Pay Distributions To Shareholders

Whilethe Company may choose to pay distributions at some point in the future to its shareholders, there can be no assurance that cash flowand profits will allow such distributions to ever be made.

Therea Limited Public Trading Market for the Company’s Shares

Atpresent, the Company’s common stock is quoted on OTCMarkets.com. Our common stock experiences fluctuation in volume and tradingprices. On the over-the-counter market, there will likely be no consistent and active trading market for the Company’s securitiesand the Company cannot assure that a consistent trading market will develop. OTCMarkets.com provides significantly less liquidity thana securities exchange such as the NASDAQ Stock Market. Prices for securities traded solely on OTCMarkets.com may be difficult to obtainand holders of the Shares and the Company’s securities may be unable to resell their securities at or near their original priceor at any price. In any event, except to the extent that investors’ Shares may be registered on a Form S-1 Registration Statementwith the Securities and Exchange Commission in the future, there is absolutely no assurance that Shares could be sold under Rule 144or otherwise until the Company becomes a current public reporting company with the Securities and Exchange Commission and otherwise iscurrent in the Company’s business, financial and management information reporting, and applicable holding periods have been satisfied.

SalesOf A Substantial Number Of Shares Of Our Type Of Stock May Cause The Price Of Our Type Of Stock To Decline

Ifour shareholders sell substantial amounts of our Shares in the public market, Shares sold may cause the price to decrease below the currentoffering price. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price thatwe deem reasonable or appropriate.

TheCompany Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate

Thediscussions and information in this Prospectus may contain both historical and “forward- looking statements” which can beidentified by the use of forward-looking terminology including the terms “believes,” “anticipates,” “continues,”“expects,” “intends,” “may,” “will,” “would,” “should,” or, ineach case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements.These forward-looking statements include matters that are not historical facts. Forward-looking statements involve risk and uncertaintybecause they relate to future events and circumstances. Forward-looking statements contained in this Prospectus, based on past trendsor activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent thatthe Prospectus contains forward-looking statements regarding the financial condition, operating results, business prospects, or any otheraspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, andbusiness performance may differ materially from that projected or estimated by the Company. The Company has attempted to identify, incontext, certain of the factors it currently believes may cause actual future experience and results to differ from its current expectations.The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance,reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or otherindebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies andmaterials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure toobtain new customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of governmentlicenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or productsthat result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation andvolatility of the Company’s operating results and financial condition, adverse publicity and news coverage, inability to carryout marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks thatmay be referred to in this Prospectus or in other reports issued by us or by third-party publishers.

YouShould Be Aware Of The Long-Term Nature Of This Investment

Becausethe Shares have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction,the Shares may have certain transfer restrictions. It is not currently contemplated that registration under the Securities Act or othersecurities laws will be effected. Limitations on the transfer of the Shares may also adversely affect the price that you might be ableto obtain for the Shares in a private sale. You should be aware of the long-term nature of your investment in the Company. You will berequired to represent that you are purchasing the Securities for your own account, for investment purposes and not with a view to resaleor distribution thereof.

TheShares In This Offering Have No Protective Provisions.

TheShares in this Offering have no protective provisions. As such, you will not be afforded protection, by any provision of the Shares oras a Shareholder in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or othersimilar transaction involving the Company. If there is a ‘liquidation event’ or ‘change of control’ the Sharesbeing offered do not provide you with any protection. In addition, there are no provisions attached to the Shares in the Offering thatwould permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction.

YouWill Not Have Significant Influence On The Management Of The Company

Substantiallyall decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employeesof the Company. You will have a very limited ability, if at all, to vote on issues of Company management and will not have the rightor power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company.Accordingly, no person should purchase Shares unless he or she is willing to entrust all aspects of management to the Company.

NoGuarantee of Return on Investment

Thereis no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason,you should read this Form S-1, Prospectus and all exhibits and referenced materials carefully and should consult with your own attorneyand business advisor prior to making any investment decision.

INADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT ISNOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLYEFFECTUATE THE COMPANY’S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITSOF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORSDISCUSSED ABOVE.

DILUTION

Theterm ‘dilution’ refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given shareof stock when additional Shares are issued. The Company anticipates that subsequent to this offering the Company may require additionalcapital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock. Such future fundraising will further dilute the percentage ownership of the Shares sold herein in the Company.

Ifyou invest in our Common Stock, your interest will be diluted immediately to the extent of the difference between the offering priceper share of our Common Stock and the pro forma net tangible book value per share of our Common Stock after this offering.

Thefollowing table illustrates this per Share dilution:

*Beforededuction of offering expenses

The company has issued preferred stock,convertible notes and warrants that if converted to common stock (or exercised in the case of the warrants), are not included in thecommon stock dilution numbers presented above. If all notes were converted and all warrants were exercised the dilution to the new investorswould be higher than presented.

InFebruary 2021, when the company CEO, Michael Pruitt, agreed to take on that role, it was agreed that he would be given 1,000,000 sharesof common stock for $.001 per share. The stock was issued by the transfer agent to Avenel Financial Group, Inc. (which is controlledby the CEO) on 2/18/22 for the par value of $.001 per share ($1,000).

Otherthan the discussion of the previous paragraph, there is no material disparity between the price of the Shares in this Offering and theeffective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during thepast year, or that they have a right to acquire.

PLANOF DISTRIBUTION

Weare offering a Maximum Offering of up to 5,000,000 in Shares of our Common Stock for a fixed price of $3.00 per share for theduration of the offering. The offering is being conducted on a best-efforts basis. The minimum subscription amount requiredis $25,000.00 for the purchase of 8,333 shares. The Company will not initially sell the Shares through commissioned broker-dealers,but may do so after the commencement of the offering. Any such arrangement will add to our expenses in connection with the offering.If we engage one or more commissioned sales agents or underwriters, we will supplement this Form S-1 to describe the arrangement.

TheCompany will undertake closings on a rolling basis as funds are received from investors. Funds received by investors, whichare accompanied by Subscription Agreements acceptable to the Company, will be deposited in the Company’s checking account andthe Subscription Agreements will be countersigned by the Company and returned to the subscriber within five business days. All subscriberswill be instructed by the Company or its agents to transfer funds by check or wire transfer directly to the Company. Once asubscription is accepted by the Company,, and the Subscription Agreement is countersigned, subscribers have no right to a returnof their funds. The Company may terminate the offering at any time for any reason at its sole discretion, and may extend the Offeringpast the termination date of 180 days from the date of registration by the Commission in the absolute discretion of the Company and inaccordance with the rules and provisions of the JOBS Act.

Noneof the Shares being sold in this offering are being sold by existing securities holders.

Afterthe Registration Statement has been declared effective by the Securities and Exchange Commission (the “SEC”), the Companywill accept tenders of funds to purchase the Shares. No escrow agent is involved and the Company will receive the proceeds directly fromany subscription.

Youwill be required to complete a subscription agreement in order to invest.

Nobroker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”), is being engagedas an underwriter or for any other purpose in connection with this Offering.

Thisoffering will commence on the registration of this Prospectus, as determined by the Securities and Exchange Commission and continue fora period of 180 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwiseterminated by us, or unless we are required to terminate by application of the JOBS Act. Funds received from investors will be countedtowards the Offering only if the form of payment, such as a check, clears the banking system and represents immediately available fundsheld by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extendedby the Company.

Ifyou decide to subscribe for any Common Stock in this offering, you must deliver a check or wire transfer of funds for acceptance or rejection.The minimum investment amount for a single investor is 8,333 Shares of Common Stock in the principal amount of $25,000.00.All subscription checks should be sent to the following address:

7529Red Oak Lane

Charlotte,NC 28226

Insuch case, subscription checks should be made payable to Capstone Technologies Group, Inc. If a subscription is rejected, all funds willbe returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by the Company of a subscription,a confirmation of such acceptance will be sent to the investor.

TheCompany maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All moniesfrom rejected subscriptions will be returned by the Company to the investor, without interest or deductions.

Eachinvestor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement,including, among other things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledgeand experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risksof investing in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that theyare capable of evaluating the merits and risks of investing in the shares. Broker-dealers and other persons participating in the offeringmust make a reasonable inquiry in order to verify an investor’s suitability for an investment in the Company. Transferees of theshares will be required to meet the above suitability standards.

Theshares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of “speciallydesignated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”)at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a SanctionedCountry, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extentsubject to a sanctions program administered by OFAC. A “Sanctioned Country” means a country subject to a sanctions programidentified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published fromtime to time. Furthermore, the shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who(i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of itsoperating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.

Thesale of other securities of the same class as those to be offered for the period of distribution will be limited and restricted to thosesold through this Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offeredis presently stabilized.

USEOF PROCEEDS TO ISSUER

TheUse of Proceeds is an estimate based on the Company’s current business plan. We may find it necessary or advisable to reallocateportions of the net proceeds reserved for one category to another, or to add additional categories, and we will have broad discretionin doing so.

Themaximum gross proceeds from the sale of the Shares in this Offering are $15,000,000.00. The net proceeds from the offering, assumingit is fully subscribed, are expected to be approximately $14,977,000.00 after the payment of offering costs but before printing,mailing, marketing, and other compliance and professional fees that may be incurred. The estimate of the budget for offering costs isan estimate only and the actual offering costs may differ from those expected by management.

Managementof the Company has wide latitude and discretion in the use of proceeds from this Offering. Ultimately, management of the Company intendsto use a substantial portion of the net proceeds for general working capital. At present, management’s best estimate of the useof proceeds, at various funding milestones, is set out in the chart below. However, potential investors should note that this chart containsonly the best estimates of the Company’s management based upon information available to them at the present time, and that theactual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Companyat different times in the future, and the discretion of the Company’s management at all times.

Aportion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer.The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, anda portion of the proceeds may be used to pay these ongoing business expenses.

TheCompany reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company andthe discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categoriesor for other uses if management deems such a reallocation to be appropriate.

MANAGEMENT’SDISCUSSION AND ANALYSIS

OFFINANCIAL CONDITION AND RESULTS OF OPERATION

Youshould read the following discussion and analysis of our financial condition and results of our operations together with our financialstatements and related notes appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflectingour current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from thosecontained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “RiskFactors” and elsewhere in this Offering Circular.

Forward-lookingStatements

Thissection contains certain statements that may include “forward-looking statements”. These forward-looking statements are oftenidentified by the use of forward-looking terminology such as “believes,” “expects,” “anticipate,”“optimistic,” “intend,” “will” or other similar expressions. The Company’s actual results coulddiffer materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussedin the Company’s periodic reports that are filed with OTC Markets and available on its website at http://www.otcmarkets.com.All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entiretyby these factors. Other than as required under applicable securities laws, the Company does not assume a duty to update these forward-lookingstatements.

CompanyOverview and Plan of Operation

TheCompany’s management has a wide range of experience in both operating and serving on the boards of public companies. Our CEO hasproven capabilities of identifying quality growth businesses, and leadership teams. The Company intends to operate as a holding companyand over time expects to acquire both minority and majority interests in several businesses, some of which will become operating subsidiaries.The primary functions of the Company’s role as a holding company will be to allocate capital, choose subsidiary management, advisesubsidiary management in areas in which we have specific knowledge and to provide management with support and capital through our accessto institutional investors with whom the Company has existing relationahsips.

Ourinitial target market for strategic acquisitions is the Customer Data Platform Market. While  this market typically consists offirst, second- and third-party data, the Company is aggregating multiple sources of first party data and utilizing sophisticated proprietaryalgorithms to enhance the customer experience.

Ourfirst transaction in the Customer Data Platform Market space was our acquisition of a minority interest in DriveIQ. We further enhancedDrivenIQ’s business by providing strategic advice and capital for their acquisition of Visitor Data. The Company supported DrivenIQwith additional capital, valuation modeling, due diligence and deal structuring advice. Since the acquisition of a minority interestin DrivenIQ, the Company has been involved with further software design, development and buildout of DrivenIQ’s businessmodel and capabilities. These are some of the typical functions that we will provide to companies that we bring under our holding companystructure.

TheCompany is now contemplating creating wholly owned operating subsidiaries in vertical markets where we see opportunities to exploit ourfirst party data platform. We also are evaluating additional acquisitions and joint venture opportunities that we believe would bringvalue to our shareholders.

Thecompany does not plan on having any full time employees. Planned operating expenses for the next twelve months consist of a total of$655,000. The majority of these expenses ($580,000) are for consultants, legal fees and audit fees. The remainder of the expenses arefor office related expenses.

Thecompany plans on investing the amount raised in excess of $655,000 in target company investments.

The company plans on investing the amount raisedin excess of $655,000 in target companies.

CompanyHistory

CapstoneTechnologies Group, Inc. (the “Company,” “we,” “us,” “our,” or “CATG”) wasincorporated in the State of Nevada on March 31, 2009 under the name Designer Export, Inc. On June 30, 2010, the Company effected a stocksplit whereby each stockholder of record of the Company as of July 14, 2010 was issued 2.582781 shares of common stock for each 1 shareof common stock which they hold as of the record date.

OnJune 30, 2010, the Company entered into an Agreement and Plan of Merger with China Bilingual Education Acquisition Inc., a Nevada corporation(“Acquisition Corp”), Kahibah Limited, a limited liability company organized under the laws of the British Virgin Islands(“Kahibah”), Ren Zhiqing, Pan Mingxiao, Ren Shudong, Ren Junnan, Kong Jianwei and Xu Yunxian (collectively, the “KahibahShareholders”), Taiyuan Taiji Industry Development Co., Ltd., an equity joint venture company organized under the laws of the PRC(“Taiyuan Taiji”), Shanxi Taiji Industrial Development Co. Ltd., a limited liability company organized under the laws ofthe PRC (“Shanxi Taiji”), the shareholders of Shanxi Taiji and its subsidiaries and the beneficiaries to the Agreement (collectively,the “Sellers”)., pursuant to which the Acquisition Corp. acquired 100% of the issued and outstanding capital of Kahibah inexchange for 26,100,000 shares of the Company’s common stock, par value $0.001 (the “Merger”). Kahibah was a holdingcompany whose only asset, held through Taiyuan Taiji, a wholly-foreign owned enterprise (“WOFE”) under the laws of the PRCis 95% of the registered capital of Shanxi Taiji an equity joint venture company organized under the laws of the PRC. On November 25,2009, Kahibah entered into a share exchange agreement to sell the remaining 5% ownership to Ms. Ren Baiv. Ms. Ren Baiv is the sisterof Mr. Ren Zhiqing, the Company’s Chief Executive Officer. At December 31, 2010 Ms. Ren Baiv paid 1 million Renminbi (“RMB”)as part of the capital contribution. The 5% ownership was held by Ms. Ren Baiv on behalf of the Taiyuan Taiji in accordance with localChinese regulations, therefore no non-controlling interest is recognized. Shanxi Taiji owned all of the registered capital of ShanxiModern Bilingual School, a private non-enterprise entity incorporated under the laws of the PRC and Sichuan Guangan Experimental HighSchool.

Immediatelyfollowing the Merger, pursuant to an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Liabilities, we transferredall of our pre-Merger assets and liabilities to our wholly-owned subsidiary, Designer Export Holdings, Inc. (“SplitCo”) tocertain of our shareholders. Thereafter, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), we transferredall of the outstanding capital stock of SplitCo to certain of our stockholders in exchange for the cancellation of 3,000,000 shares ofour common stock (the “Split Off Transaction”), with 1,510,000 shares of common stock held by persons who were stockholdersof ours prior to the Merger remaining outstanding. These 1,510,000 shares constitute our “public float” and are our onlyshares of registered common stock and accordingly are our only shares available for resale without further registration.

Aspart of the Merger, the Company’s name was changed from “Designer Export, Inc.” to “China Bilingual Technology& Education Group, Inc.” As a result of these transactions, persons affiliated with Kahibah at the time of the merger ownedsecurities that in the aggregate represented approximately 87% of the equity in the Company.

OnJune 30, 2010, the Company entered into a Share Exchange Agreement (“Agreement”) with Kahibah Limited (“KL”),a British Virgin Islands (“BVI”) corporation and its shareholders. According to this Agreement, the Company acquired allthe issued and outstanding shares of KL. The Company issued 26,100,076 shares of its common stock, after giving effect to the cancellationof 7,748,343 shares on June 30, 2010, to KL’s shareholders in exchange for 100% of the shares of KL. After the closing of the transaction,the Company had a total of 30,000,005 shares of common stock issued and outstanding, with KL’s shareholders owning 87% of the totalissued and outstanding shares of the Company’s common stock, and the balance held by those who held shares of the Company’scommon stock prior to the closing of the exchange. This transaction resulted in KL’s shareholders obtaining a majority voting interestin the Company.

Theacquisition of KL and the operations of its subsidiaries were accounted for as a reverse merger, whereby KL was the continuing entityfor financial reporting purposes and was deemed, for accounting purposes, to be the acquirer of the Company. In accordance with the applicableaccounting guidance for accounting for the business combination as a reverse merger, KL was deemed to have undergone a recapitalization,whereby KL was deemed to have issued common stock to the Company’s common equity holders. Accordingly, although the Company, asKL’s parent company, was deemed to have legally acquired KL, in accordance with the applicable accounting guidance for accountingfor the transaction as a reverse merger and re-capitalization, KL was the surviving entity for accounting purposes and its assets andliabilities are recorded at their historical carrying amounts with no goodwill or other intangible assets recorded as a result of theaccounting merger with the Company. As part of the acquisition, the Company changed its name to China Bilingual Technology & EducationGroup Inc. Since the ownership of KL and its Subsidiaries was substantially the same, the merger with each was accounted for as a transferof equity interests between entities under common control, whereby the acquirer recognized the assets and liabilities of each Subsidiarytransferred at their carrying amounts. The reorganization was treated similar to the pooling of interest method with carry over basis.

OnAugust 31, 2011, the Company’s entered into an Equity Transfer Agreement and purchased all of the outstanding equity of ShanxiRising Education Investment Company Limited (the “Investment Company”) from the equity holders (the “Sellers”)for a total purchase consideration of RMB 690,000,000 (approximately $108,226,806). The acquisition of the Investment Company was accountedfor as a business combination under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”).

Priorto closing the Equity Transfer Agreement, the Company became involved in the operations of the Shanxi South Campus in the spring of 2011.With the consent of the Investment Company, the Company assisted in the operations, accounting and promotion of the school to attractmore and better students for the 2011-2012 school year. Some of these responsibilities included collecting prepaid tuition, room &board and other school fees (“School Fees”) in advance of the school year, which combined with better operations, highertuition rates and an increase in enrollment led to an increase in deferred revenue at August 31, 2011. The Company’s involvementat the Shanxi South Campus was under the direction of Investment Company management until it assumed control of the Investment Companyon August 31, 2011, in accordance with the Equity Transfer Agreement.

TheCompany ceased filing reports with the SEC in 2012 and appears to have ceased operations at that time. Its corporate charter was revoked.This resulted in a Nevada Court Custodianship Proceeding from May 19, 2016 through April 4, 2018. While the Company was reinstated withthe Nevada Secretary of State (NVSOS) on September 26, 2016, it did not file the Annual List the NVSOS that was due on March 13, 2018.This again resulted in revocation of the Company’s corporate charter a year later. Other than these facts, no information is availableconcerning the Company’s former business after the 11/30/2012 Form 10Q.

Bauman& Associates Law Firm (“Bauman”) was appointed custodian of the Company on March 31, 2020.

Asdisclosed in the Company’s final 11/30/2012 Form 10-Q, filed January 14, 2013, the Company, as of November 30, 2012, reported approximately$87 million of liabilities (as well as $142 million of assets). As reported in the 10-Q , all of the Company’ s operations werein the Peoples Republic of China and, hence, were through the above-referenced subsidiaries. The Company owed approximately $41 millionin remaining payments for acquisition indebtedness of the China Rising School, with the last payment due August 31, 2014.

OnAugust 31, 2020, Bauman & Associates Law Firm (“Bauman”) provided a debt extinguishment opinion to the Company on August31, 2020 opining that, based on a reading of the Company’ s SEC filings, the above-referenced liabilities (as well as the reportedoffsetting assets) carried on the Company’s November 30, 2012 balance sheet, were not liabilities (or assets) of the Company ina legal sense, but were liabilities (or assets) of the various Chinese subsidiaries. These liabilities (and assets) were consolidatedonto the balance sheet of the Company as required by GAAP. Bauman was informed that these are discontinued operations and, therefore,were no longer consolidated with the Company’ s liabilities and assets as of March 31, 2018. Bauman further advised that an additionalpayable for acquisition of China Rising School was time- barred under the six-year Nevada statute of limitations for written contracts.

Duringthe quarter ended November 30, 2020, Barbara McIntyre Bauman, the Company’s President, Secretary and Treasurer, paid expenses onbehalf of the Company totaling $3,225 to revive the Company’s operations. On September 3, 2020, the Company issued 250,000,000shares of common stock to Barbara McIntyre Bauman for repayment of this related party debt totaling $3,225.

Pursuantto a term sheet dated January 26, 2021, Sky Direct LLC purchased 250,000,000 shares of common stock from Barbara McIntyre Bauman, triggeringa change in control.

OnFebruary 1, 2021, Barbara McIntyre Bauman resigned from all positions as an officer and director of the Company and appointed MichaelD. Pruitt as CEO, CFO, President, Secretary, Treasurer and sole Director.

OnFebruary 26, 2021, the Company entered into an unsecured convertible promissory note with Sky Direct LLC, an entity controlled by theCompany’s majority shareholder, Sky Direct LLC. The Company funded $1.000,000 under this note as of November 1,, 2021.

OnAugust 5, 2021, the Company entered a reverse 1 for 75 stock split.

OnOctober 5, 2021, the Company entered into an unsecured convertible promissory note with Seacor Capital, Inc. The Company funded $550,000under this note as of November 1, 2021.

Between September 30, 2021and October 12, 2021, the Company entered a series of transactions related to DrivenIQ Corporation and one of its primary shareholders.The Company acquired 45% of the common stock of DrivenIQ from one of the founders for $460,000 and has loaned DrivenIQ $790,000 on a3 year secured note that has an interest rate of 5%. Interest is paid quarterly. It is anticipated that the $790,000 note will be convertedinto DrivenIQ preferred stock as part of the next round of Capstone’s investment in DrivenIQ.

Early in March 2022, the Companyentered into secured convertible notes with NY Farms Group, LLC and Seacor Capital, Inc. Each lender funded the Company $2,000,000. Theterms of the notes include an Original Issue discount of 7.5%, an interest rate of 7.5% and warrants to purchase shares of Company commonstock equivalent to 50% of the value of the Note and with an exercise price $1.00 per share. An additional $250,000 has been receivedunder the same terms in early April 2022 from EROP Enterprises, LLC. An additional $5,000,000 was raised from Arena Investors, LP duringMay 2022, under the same terms.

In addition, the Companysold $5,000,000 of preferred stock during May 2022 to Arena Investors, LP. The preferred stock is convertible into 5,375,000 common shares,has a dividend of 7.5% per year and has warrants to purchase 2,687,500 shares of company common stock at an exercise price of $1.00 pershare.

BetweenSeptember 30, 2021 and October 12, 2021, the Company entered a series of transactions related to DrivenIQ Corporation and one of itsprimary shareholders. The Company acquired 45% of the common stock of DrivenIQ and has loaned DrivenIQ $790,000 on a 3 year secured note.

Earlyin March 2022, the Company entered into secured convertible notes with NY Farms, LLC and Seacor Capital, Inc. Each company fundedthe Company $2,000,000. The terms of the notes include an Original Issue discount of 7.5%, and interest rate of 7.5% and warrantsto purchase shares of Company common stock equivalent to 50% of the value of the Note and with an exercise price $1.00 per share.An additional $250,000 has been received under the same terms in early April. An additional $5,000,000 was raised under the same termsduring May. In addition, the Company sold $5,000,000 of preferred stock during May. The preferred stock is convertible into 5,375,000common shares, has a dividend of 7.5% per year and has warrants to purchase 2,687,500 shares of company common stock at an exercise priceof $1.00 per share. The Company invested $5,000,000 of the proceeds of these notes into DrivenIQ via a SAFE (Simple Agreementfor Future Equity). The Company has not finalized the equity agreements with DrivenIQ as of the filing of this report.  DrivenIQused the proceeds of the SAFE to make an acquisition and for working capital. The terms of the SAFE agreement require DrivenIQ toissue shares of Preferred stock to the Company when an Equity Financing for DrivenIQ is completed. There is no interest accrued on theadvances and the pre-money valuation and the terms of the Preferred stock have not been finalized.

Asof February 28, 2023, the company had a cash balance of $2.2 million dollars. It is anticipated that this cash will beused to complete the DrivenIQ stock purchase and to service the quarterly interest payments on the notes payable.

Thetable below summarizes all of the outstanding notes and accrued interest as of 2/28/23.

Thetable below summarizes all of the warrants associated with the issuance of the notes and the sale of the preferred stock.

Liquidityand Capital Resources

Asof February 28, 2023 we had $2,483,191 in current assets, including $2,433,702 in cash, compared to $5,456,450in current assets, including $5,442,607 in cash, at August 31, 2022. Current liabilities at February 28, 2023,totaled $2,470,731 compared to $2,052,285, at August 31, 2022. The decrease in current assets from August31, 2022 to February 28, 2023 is primarily due to decreases in: cash of $3,008,905 The increase in current liabilitiesfrom August 31, 2022 to February 28, 2023, of approximately $318,000, is primarily due to the increase in accruedinterest on notes and accounts payable and accrued liabilities of $235,000 and $183,000 respectively. We anticipate overthe next 12 months the cost of being a reporting public company will be approximately $250,000.

Weare currently issuing shares under the S-1 offering but expect to raise additional proceeds with debt securities, and/or more loans,however if sufficient funding is not available, we would be required to cease business operations. As a result, investors would loseall of their investment.

We anticipate our short-termliquidity needs to be approximately $6,800,000 which will be used to satisfy certain of our anticipated liabilities for completionof the DrivenIQ transaction. To meet these needs, we intend to utilize the cash on hand and extend the maturity dates on certain existingliabilities.

Additionally, we will haveto meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. Our management willhave to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especiallythat of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit theamount of time management has to implement the business plan and may impede the speed of its operations.

Resultsof Operations

YearsEnded August 31, 2022 and 2021

NetRevenues

Forthe years ended August 31, 2022 and 2021, our business had no sales.

GrossProfits

Forthe years ended August 31, 2022 and 2021, our business had no gross profit.

ManagementCompensation

Forthe years ended August 31, 2022 and 2021, our business had management compensation of $87,018 and $17,622, respectively.

Generaland Administrative Expenses

Forthe years ended August 31, 2022 and 2021, our business had general and administrative expenses of $305,047 and $25,070,respectively. For the twelve months ended August 31, 2022 general and administrative expenses increased by $279,977primarily due to higher professional fees and management costs to begin the execution of the company’s business plan.

Six Months Ended February 28, 2023and 2022

NetRevenues

Forthe six months ended February 28, 2023 and 2022, our business had no sales.

GrossProfits

Forthe six months ended February 28, 2023 and 2022, our business had no gross profit.

ManagementCompensation

Forthe six months ended February 28, 2023 and 2022, our business had management compensation of $50,832 and$41,004, respectively.

Generaland Administrative Expenses

Forthe six months ended February 28, 2023 and 2022, our business had general and administrative expenses of $170,602and $80,163, respectively. For the six months ended February 28, 2023 general and administrative expenses increasedprimarily due to higher professional fees and management costs to continue the execution of the company’s business plan.

GovernmentRegulations

Weare subject to federal, state, provincial and local laws and regulations concerning business activities in general, including the lawsof the state of Nevada. Our operations may be affected from time to time in varying degrees by domestic political developments, and federaland state laws.

Employees

Asof February 28, 2023, the Company has no full time or part time employees, other than its officer and director.

ContractualObligations

TheCompany is not party to any contractual obligations other than indicated in Notes 5 and 6.

OffBalance Sheet Arrangements

Wehave no off-balance sheet arrangements other than as described above.

Wehave not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties.We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or thatare not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assetstransferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variableinterest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing,hedging or research and development services with us.

CriticalAccounting Policies

Wehave identified the policies outlined below as critical to our business operations and an understanding of our results of operations.The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particulartransaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’sjudgment in their application. The impact and any associated risks related to these policies on our business operations is discussedthroughout Management’s Discussion and Analysis of Financial Condition and Results of Operation where such policies affect ourreported and expected financial results. Note that our preparation of the consolidated financial statements requires us to make estimatesand assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the dateof our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can beno assurance that actual results will not differ from those estimates.

Incometaxes are one such critical accounting policy. Income taxes are recorded on an accrual basis of accounting based on tax positions takenor expected to be taken in a tax return. A tax position is defined as a position in a previously filed tax return or a position expectedto be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positionsare recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the positionwould be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured usinga probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement.Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuationallowance is established to reduce deferred tax assets if all or some portion, of such assets will more than likely not be realized.Should they occur, our policy is to classify interest and penalties related to tax positions as income tax expense. Since our inception,no such interest or penalties have been incurred.

SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

Ourfinancial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future eventsthat affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumption and estimateon historical experience and other factors that management believes are relevant at the time our financial statements are prepared. Ona periodic basis, management reviews the accounting policies, assumptions and estimates to ensure that our financial statements are presentedfairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual resultscould differ from the estimates and assumptions, and such differences could be material.

Useof Estimates

Thepreparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statementsand the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certainof our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, includingthose unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on ourestimates that could cause actual results to differ from our estimates. In the opinion of management, the condensed financial statementsincluded herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operationsand cash flows for the periods presented. Such adjustments are of a normal recurring nature.

Cash

TheCompany considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At times, theCompany’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation.

AccountsReceivable

Accountsreceivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectabilitybased on past credit history with customers and their current financial condition.

Impairmentof Long-Lived Assets

TheCompany’s long-lived assets (consisting primarily of the fixed assets) are reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measuredby a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset.If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amountby which the carrying amount of the asset exceeds the fair value of the asset. Through February 28, 2023, the Company had not experiencedimpairment losses on its long-lived assets.

FixedAssets

Fixedassets are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costsare charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortizationare provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives.The Company uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirementof property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resultingprofit or loss will be reflected in the statement of income. The estimated lives used to determine depreciation and amortization are:

Leases

TheCompany leases an office in Charlotte, North Carolina, out of which the officer and director works.

DeferredFinancing Policy

TheCompany presents deferred financing costs in the balance sheet as a direct deduction from the related debt liability rather than as anasset. Amortization of the costs is reported as interest expense.

CapitalLeases

Assetsunder capital leases are capitalized using interest rates determined at the inception of each lease and are depreciated over either theuseful life of the asset or the lease term, as appropriate, on a straight-line basis. The present value of the related lease paymentsis recorded as a debt obligation.

RevenueRecognition

TheCompany recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met beforerevenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria establishedin the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurswhen the services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements,when we are paid in advance, these amounts are classified as deferred revenue and recognized as revenue in the period the services wereperformed. For managed service fees, we require that payment be received on the first day of the service month. For repairs, maintenanceand construction open-top services, we bill in arrears and include those billings in unbilled revenue on the accompanying balance sheets.Certain revenue-producing transactions are subject to taxes, such as sales tax, assessed by governmental authorities. Sales tax is recordedas a liability until it is paid to the state agency for which the services were collected.

DeferredRevenue

Prepaymentsfrom customers before the period in which service is delivered are recorded as deferred revenue.

FairValue Measurements

TheCompany adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as usedin numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

ASC820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in theprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurementdate. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimizethe use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level1 — quoted prices in active markets for identical assets or liabilities

Level2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Thefair value of the Company’s current assets and current liabilities approximate their carrying values due to their short-term nature.

IncomeTaxes

Werecord a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liabilitymethod. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differencesbetween the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards.Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in whichthose tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assetsto the net amount that we believe is more likely than not to be realized.

Werecognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will besustained on examination by the taxing authorities based on the technical merits of the position. Although we believe that we have adequatelyreserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materiallydifferent. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinementof an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences willaffect the provision for income taxes in the period in which such determination is made and could have a material impact on our financialcondition and operating results.

RecentAccounting Pronouncements

InFebruary 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2017-02, Leases (Topic 842). ASU 2017-02 impacts any entity that enters into a lease with some specified scope exceptions. Thenew standard establishes a right-of-use (ROU) model that requires the lessee to record a ROU asset and lease liability on the balancesheet for all leases with terms longer than 12 months. Leases will be classified as either a finance or operating, with classificationaffecting the pattern of expense recognition in the statement of operations. The guidance updates and supersedes Topic 840, Leases.For public entities, ASU 2017-02 is effective for fiscal years, and interim periods with those years, beginning after December 15,2018 and early adoption is permitted. A modified retrospective transition approach is required for leases existing at, or entered intoafter the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.The Company has not yet implemented this guidance. However, based on the Company’s current operating lease arrangements, the Companydoes not expect adoption of this standard to have a material impact on its financial statements based on current obligations.

InAugust 2017, the FASB issued ASU No. 2017-15, Statement of Cash Flows (Topic 230). This standard addresses the classificationof eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2017-15 will be effective forfiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. Weare currently evaluating the impact of this new guidance on our consolidated financial statements.

InJanuary 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350). This standard simplifies how anentity is required to test for goodwill impairment. ASU 2017-04 will be effective for annual or interim goodwill impairment tests infiscal years beginning after December 15, 2019, with early adoption permitted after January 1, 2017. We are currently evaluating theimpact of this new guidance on our consolidated financial statements.

AdditionalCompany Matters

TheCompany has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings.

TheCompany is not presently involved in any other legal proceedings material to the business or financial condition of the Company. TheCompany does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assetsnot in the ordinary course of business, in the next 12 months.

DIRECTORS,EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Asof February 28, 2023, the Capstone Technologies Group, Inc. had no full-time employees, who were not an executive officer of the Company,and no part-time employees.

Thefollowing table presents information with respect to our officers, directors and significant employees as of February 28, 2023:

Ourdirectors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified.Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

BiographicalInformation Regarding Officers and Directors

MichaelD. Pruitt, Chief Executive Officer, Chief Financial Officer, Director, President, Secretary, Treasurer of the Company since Januaryof 2021.

MichaelPruitt, age 61, founded Avenel Financial Group in 1999, a boutique merchant banking firm concentrating on value-oriented investmentsboth public and private on behalf of 40 families. Mr. Pruitt formed Amergent Hospitality Group, Inc (formerly Chanticleer Holdings, Inc),which commenced operations in June 2005 with him as Chairman of the Board of Directors and CEO, roles he continues to serve today. InJanuary 2011, Mr. Pruitt became a director of the board of Hooters of America, LLC and served in that capacity until May 2019. Hewas an early investor/board member in Appalachian Mountain Brewery which was sold to Craft Brew Alliance (Nasdaq:BREW) in2018. Mr. Pruitt received a Bachelor of Arts degree from Coastal Carolina University in Conway, South Carolina, where he played on the1982 and 83 World Series Baseball teams. Today he sits on the Board of Visitors of the E. Craig Wall Sr. College of Business Administration,the Coastal Education Foundation Board (Endowment Investment Committee), and the Athletic Committee of the Board of Trustees. Mr.Pruitt also currently serves on the boards of the following public companies; United States Basketball League (OTC) since June 2021,IMAC Holdings, Inc. (Nasdaq) since November 2020, and Fresh Vine Wine, Inc. (NYSE) since December of 2021. He also served on the boardof Optimus Healthcare, Inc. (OTC) from December 2020 to August of 2022. In addition, he founded and currently serves on the board ofChanticleer Foundation, Inc. and the Co/Investor Club.

Noneof our officers or directors are directors in any other U.S. reporting companies nor have they been affiliated with any company thathas filed for bankruptcy within the last ten years. The Company is not aware of any proceedings to which they or their associates isa party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

ExecutiveCompensation

Compensationof Officers

Optionaward compensation is the fair value for stock options vested during the period, a notional amount estimated at the date of the grantusing the Black-Scholes option-pricing model. The actual value received by the executives may differ materially and adversely from thatestimated. A summary of cash and other compensation paid in accordance with management consulting contracts for our Principal ExecutiveOfficer and other executives for the most recent two years is as follows:

ExecutiveCompensation

SUMMARYCOMPENSATION TABLE

NarrativeDisclosure to Summary Compensation Table

Thereare no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive Officer,that would result in payments to such person because of his or her resignation, retirement or other termination of employment with theCompany, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in controlof the Company.

EmploymentContracts

MichaelD. Pruitt does not have a written employment contract at this time.

StockIncentive Plan

Inthe future, we may establish a management stock incentive plan pursuant to which stock options and awards may be authorized and grantedto our directors, executive officers, employees and key employees or consultants. Details of such a plan, should one be established,have not been decided yet. Stock options or a significant equity ownership position in us may be utilized by us in the future to attractone or more new key senior executives to manage and facilitate our growth.

Boardof Directors

Ourboard of directors currently consists of one director, who is our CEO. As such, our director is not “independent” as definedin Rule 4200 of FINRA’s listing standards. We may appoint additional independent directors to our board of directors in the future,particularly to serve on committees should they be established.

Committeesof the Board of Directors

Wemay establish an audit committee, compensation committee, a nominating and governance committee and other committees to our Board ofDirectors in the future, but have not done so as of the date of this Prospectus. Until such committees are established, matters thatwould otherwise be addressed by such committees will be acted upon by the Board of Directors.

DirectorCompensation

Wecurrently do not pay our directors any compensation for their services as board members, with the exception of reimbursing and boardrelated expenses. In the future, we may compensate directors, particularly those who are not also employees and who act as independentboard members, on either a per meeting or fixed compensation basis.

Limitationof Liability and Indemnification of Officers and Directors

OurBylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Nevada law. The Bylaws state thatthe Company shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwiseinvolved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was servingat the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another company or of apartnership, limited liability company, joint venture, trust or other enterprise.

TheCompany believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties.The Company also may secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of hisor her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

TheCompany may also enter into separate indemnification agreements with its directors and officers, in addition to the indemnification providedfor in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses(including attorneys’ fees), judgments, fines and settlement amounts incurred by a director or executive officer in any actionor proceeding arising out of such person’s services as one of our directors or officers, or rendering services at our request,to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attractand retain qualified persons as directors and officers.

Thereis no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted,and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Foradditional information on indemnification and limitations on liability of our directors and officers, please review the Company’sBylaws, which are attached to this Prospectus.

SECURITYOWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

Thefollowing table sets forth information regarding beneficial ownership of our Common Stock as of February 28, 2023. None of ourOfficers or Directors are selling stock in this Offering.

Beneficialownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includesvoting or investment power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for anyother purpose.

Unlessotherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following tablepossesses sole voting and investment power over their Shares of Common Stock. Percentage of beneficial ownership before the offeringis based on 5,466,570 Shares of Common Stock outstanding as of February 28, 2023.

INTERESTOF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

RELATEDPARTY TRANSACTIONS

Duringthe quarter ended November 30, 2020, Barbara McIntyre Bauman, the Company’s President, Secretary and Treasurer, paid expenses onbehalf of the Company totaling $3,225 to revive the Company’s operations. On September 3, 2020, the Company issued 250,000,000shares of common stock to Barbara McIntyre Bauman for repayment of this related party debt totaling $3,225.

Sky Direct LLC is the largest shareholder ofthe Company’s common stock. In addition, the company owes Sky Direct $1,000,000 with an interest rate of 8% on a convertible note.At February 28, 2023 the company owed Sky Direct $124,701 in interest. The note is convertible into common stock at a rateof $.225 per share. No payments of interest or principal have been made on this note.

TheCompany has not engaged or otherwise worked with any “promoters” within the past five years, as that term is defined underthe Securities Act of 1933, Rule 405, 17 C.F.R. § 230.405.”

SECURITIESBEING OFFERED

TheCompany is offering Shares of its Common Stock. Except as otherwise required by law, the Company’s Articles of Incorporation orBylaws, each Shareholder shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholdersof the Company. The Shares of Common Stock, when issued, will be fully paid and non-assessable. Since it is anticipated that at leastfor the next 12 months the majority of the Company’s voting power will be held by Management through their combined beneficialownership of [SHARES OWNED BY MANAGEMENT] shares of Common Stock, the holders of Common Stock issued pursuant to this Prospectus shouldnot expect to be able to influence any decisions by management of the Company through the voting power of such Common Stock.

TheCompany does not expect to create any additional classes of Common Stock during the next 12 months, but the Company is not limited fromcreating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holdersof its common stock.

TheCompany does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if atall (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company’s Board ofDirectors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject tothe provisions of law, the Company’s Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may beset aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deemsproper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property ofthe Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

Theminimum subscription that will be accepted from an investor is $25,000.00 for the purchase of 8,333 Shares (the ‘MinimumSubscription’).

Asubscription for $25,000.00 or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement(electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check or wire/ACH. Theexecution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Sharesstipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by theCompany, whichever occurs first.

Oncethe minimum number of shares is sold, the Company can hold its first closing and funds can be released to the Company.

TheCompany reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. If the Company rejectsany offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company’s acceptanceof your subscription will be effective when an authorized representative of the Company issues you written or electronic notificationthat the subscription was accepted.

Thereare no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classificationof the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating againstany existing or prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities, orrights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a classdefined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by theCompany. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in thisProspectus. The Company has engaged Transfer Online to serve as the transfer agent and registrant for the Shares. For additional informationregarding the Shares, please review the Company’s Bylaws, which are attached to this Prospectus.

DISQUALIFYINGEVENTS DISCLOSURE

Recentchanges to S-1 promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securitiesunder such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participatingin the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the votingpower of the issuer’s outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the datehereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitationof purchasers in connection with such sale of the issuer’s interests, any general partner or managing member of any such investmentmanager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manageror solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain “DisqualifyingEvents” described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. TheCompany is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to suchDisqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in theCompany. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoingpersons and is aware of the no such Disqualifying Events.

Itis possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of factmay determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care.If such a finding were made, the Company may lose its ability to rely upon exemptions under S-1, and, depending on the circumstances,may be required to register the Offering of the Company’s Common Stock with the SEC and under applicable state securities lawsor to conduct a rescission offer with respect to the securities sold in the Offering.

ERISACONSIDERATIONS

Trusteesand other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer,as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants(together, “ERISA Plans”), are governed by the fiduciary responsibility provisions of Title 1 of the Employee RetirementIncome Security Act of 1974 (“ERISA”). An investment in the Shares by an ERISA Plan must be made in accordance with the generalobligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants andtheir beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting undersimilar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and(iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consulttheir own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

Fiduciariesof certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, KeoghPlans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not beliable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of suchcontrol by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merelyby virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria fordetermining whether the extent of a beneficiary’s independent control over the assets in his account is adequate to relieve theERISA Plan’s fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations,the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISAPlan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him to choose amonga broad range of investment alternatives.

Trusteesand other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercisingcontrol over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and theCode in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Planand certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The particularfacts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a widerange of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiaryconsidering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of thatplan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering aninvestment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibitedtransaction.

Regulationsissued on November 13, 1986, by the Department of Labor (the “Final Plan Assets Regulations”) provide that when an ERISAPlan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makesan investment in an equity interest of an entity that is neither a “publicly offered security” nor a security issued by aninvestment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment ismade could be treated as assets of the investing plan (referred to in ERISA as “plan assets”). Programs which are deemedto be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designatedas holding “plan assets.” Management anticipates that we would clearly be characterized as an “operating” forthe purposes of the regulations, and that it would therefore not be deemed to be holding “plan assets.”

Classificationof our assets of as “plan assets” could adversely affect both the plan fiduciary and management. The term “fiduciary”is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets.Thus, classification of our assets as plan assets could make the management a “fiduciary” of an investing plan. If our assetsare deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violationsby the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only formanagement but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as “planassets,” certain transactions that we might enter into in the ordinary course of our business might constitute “prohibitedtransactions” under ERISA and the Code.

UnderCode Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holdersby January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fairmarket value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their “current value”as of the close of the plan’s fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposesof such requirements, “current value” means fair market value where available. Otherwise, current value means the fair valueas determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at thetime of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although managementwill use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value soestablished (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation ofus, or (ii) will comply with the ERISA or Code requirements.

Theincome earned by a qualified pension, profit sharing or stock bonus plan (collectively, “Qualified Plan”) and by an individualretirement account (“IRA”) is generally exempt from taxation. However, if a Qualified Plan or IRA earns “unrelatedbusiness taxable income” (“UBTI”), this income will be subject to tax to the extent it exceeds $1,000 during any fiscalyear. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition,such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipatedthat income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participatingonly as passive financing sources.

EXPERTS

Theaudited financial statements of, Capstone Technologies Group, Inc. for the years ended August 31, 2022 and 2021 includedin this registration statement have been so included in reliance upon the report of BF Borgers CPA PC an independent registered publicaccounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditingand accounting.

LEGALMATTERS

MatheauJ. W. Stout, Esq., of Hunt Valley, Maryland, will issue to Capstone Technologies Group, Inc. its opinion regarding the legality of thecommon stock being offered hereby. Matheau J. W. Stout, Esq. has consented to the references in this prospectus to his legal opinion.

WHEREYOU CAN FIND MORE INFORMATION

Wehave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stockbeing offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of theinformation set forth in the registration statement or the exhibits and schedules which are part of the registration statement. Someitems included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC.For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statementand the accompanying exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contractor any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statementis qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registrationstatement.

Acopy of the registration statement and the accompanying exhibits and any other document we file may be inspected without charge at thepublic reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of theregistration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public may obtain informationon the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings with the SECare available to the public from the SEC’s website at www.sec.gov .

Uponeffectiveness of the registration statement of which this prospectus is a part, we will be subject to the information and periodic reportingrequirements of the Exchange Act and, in accordance therewith, we will file periodic information and other information with the SEC.All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referredto above.

CONTENTS

Reportof Independent Registered Public Accounting Firm

Tothe shareholders and the board of directors of Capstone Technologies Group, Inc.

Opinionon the Financial Statements

Wehave audited the accompanying balance sheets of Capstone Technologies Group, Inc. (the “Company”) as of August 31, 2022and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended,and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statementspresent fairly, in all material respects, the financial position of the Company as of August 31, 2022 and 2021, and theresults of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted inthe United States.

SubstantialDoubt about the Company’s Ability to Continue as a Going Concern

Theaccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continueas a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federalsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Weconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Companyis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditswe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Ouraudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error orfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesa reasonable basis for our opinion.

/s/BF Borgers CPA PC

BFBorgers CPA PC (PCAOB ID 5041)

Wehave served as the Company’s auditor since 2021

Lakewood,CO

November 29, 2022

CAPSTONETECHNOLOGIES GROUP, INC.

BALANCESHEETS

(Audited)

Theaccompanying notes are an integral part of these audited financial statements

CAPSTONETECHNOLOGIES GROUP, INC.

STATEMENTOF OPERATIONS

(Audited)

Theaccompanying notes are an integral part of these audited financial statements

CAPSTONETECHNOLOGIES GROUP, INC.

STATEMENTOF CASH FLOWS

(Audited)

Theaccompanying notes are an integral part of these audited financial statements

CAPSTONETECHNOLOGIES GROUP, INC.

STATEMENTOF STOCKHOLDERS’ EQUITY

(Audited)

Theaccompanying notes are an integral part of these audited financial statements

CAPSTONETECHNOLOGIES GROUP, INC.

NOTESTO FINANCIAL STATEMENTS

August31, 2022

(Audited)

NOTE1 - ORGANIZATION AND OPERATIONS

TheCompany was originally incorporated in the State of Nevada on March 31, 2009, under the name Designer Export, Inc. On July 1, 2010, theCompany changed its name to China Bilingual Technology & Education Group Inc. and on April 24, 2017 the Company changed its nameto Capstone Technologies Group, Inc. its current name.

NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation

TheCompany’s financial statements have been prepared in accordance with accounting principles generally accepted in the United Statesof America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally acceptedin the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differ from those estimates.

Managementfurther acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system ofinternal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designedto assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recordedin the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operationsand cash flows of the Company for the respective periods being presented.

Use of Estimates

The preparation of financial statements inconformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statementsand accompanying notes. Significant estimates include valuing warrants using Black-Scholes models.

IncomeTaxes

TheCompany follows FASB ASC Subtopic 740, Income Taxes, for recording the provision for income taxes. Deferred tax assets and liabilitiesare computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enactedmarginal tax rate applicable when the related asset or liability is expected to be realized or settled.

Deferredincome tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that itis more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required toreduce the deferred tax assets to the amount that is more likely than not to be realized.

Futurechanges in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Stock-basedCompensation

TheCompany follows FASB ASC Subtopic 718, Stock Compensation, for accounting for stock-based compensation.

Theguidance requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options andrestricted stock, be recognized in the consolidated financial statements based on their fair value at the grant date and recognized ascompensation expense over their vesting periods. The Company also follows the guidance for equity instruments issued to consultants.

BasicLoss Per Share

FASBASC Subtopic 260, Earnings Per Share, provides for the calculation of “Basic” and “Diluted” earnings per share.

Basicearnings per share is computed by dividing net loss available to common shareholders by the weighted average number of common sharesoutstanding for the period. All potentially dilutive securities have been excluded from the computations since they would be antidilutive.However, these dilutive securities could potentially dilute earnings per share in the future.

Cashand Cash Equivalents

Cashequivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents areon deposit with financial institutions without any restrictions. At August 31, 2022, cash equivalents amounted to $5,442,607.

NOTE3 – GOING CONCERN

Theaccompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuityof operations, realization of assets, and liquidation of liabilities in the normal course of business.

Asreflected in the accompanying financial statements, the Company had an accumulated deficit at August 31, 2022 of $2,164,615.This factor among others raises substantial doubt about the Company’s ability to continue as a going concern.

Whilethe Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enoughto support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues providethe opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generaterevenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continueas a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

Thefinancial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE4 – STOCKHOLDERS’ EQUITY

CapitalStock Issued

AuthorizedCapital Stock

CommonStock

The Company has issued 1,000,000 shares of common stockduring the current fiscal year to a company controlled by the Company’s CEO. This stock grant was agreed to when the CEO acceptedthe position.

During the 3^rd quarter of 2022, the Company issued5,375,000 shares of Series B Convertible Preferred stock.

TheCompany is authorized to issue 500,000,000 shares of common stock with a par value of $0.001 per share. As of August 31, 2022,5,466,570 shares were issued and outstanding. On August 5, 2021 a 75 to 1 reverse stock split was effectuated that reduced the numberof issued and outstanding shares by 330,514,160.

SeriesB Convertible Preferred Stock

TheCompany is authorized to issue 500,000,000 shares of preferred stock with a par value of $0.001 per share and is authorized to issue10,750,000 shares of Series B Preferred. As of August 31, 2022, 5,375,000 shares were issued and outstanding. On August 31, 2021there were no outstanding preferred.

Designations,rights and preferences of Series B Preferred:

Statedvalue: Each share of Series B Preferred had a stated value of $1.00.

Dividend:The Series B Preferred is paid a quarterly dividend of 7.5% per annum.

Redemption:There are triggering events, as defined, that can cause the Series B Preferred to be redeemable at the option of the holder, some ofwhich are outside the control of the Company.

Conversion:At option of holder, the Series B Preferred is convertible into common stock at a rate of one share for each share of Series B Preferredconverted. Conversion is subject to a beneficial ownership limitation of 9.99% that can be adjusted upwards by the holder with a 60 daynotice.

Liquidationpreference Upon any liquidation, dissolution or winding-up of the Company, the holder is entitled to receive out of the assets, whethercapital or surplus, an amount equal to 150% of the stated value plus then be entitled to receive the same amount that a holder of commonstock would receive if the preferred stock were fully converted.

Votingrights: The holder of Series B Preferred does not have rights to vote. In addition, the approval of the holder of Series B Preferred,is required for certain events and transactions that would change the rights of the Series B Preferred.

Anti-dilution:The Series B Preferred provides for customary adjustments in the event of dividends or stock splits and anti-dilution protection.

Warrants

AtDecember 31, 2022, the outstanding warrants consisted of the following:

Asdiscussed in this Note 4, and in Note 7, 7,659,375 warrants were granted between March and May of 2022 in connection with the issuanceof 7.5% Convertible Notes and the Series B Preferred Stock. These warrants and are equity-classified in the condensed financial statements.Assumptions used in calculating the fair value of the warrants at the issuance date include the following:

NOTE5 – INCOME TAXES

Theprovision for Federal income tax consists of the following for the year ended August 31, 2022 and 2021:

Thecumulative tax effect at the expected rate of 21% and 21% respectively of significant items comprising our net deferred tax amount isas follows as of August 31, 2022 and August 31, 2021:

TheCompany has not recognized a deferred tax asset in these financial statements as it is not more-likely-than-not that the future taxableprofit against which loss can be utilized will be realized. Accordingly, a 100% valuation allowance has been made.

Theexpected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: