CONECTISYS CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this registration statement on Form 10. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not sufficient as of September 30, 2020. Such weaknesses and deficiencies are principally caused by our lack of employees and financial resources. 11 ITEM 9B. OTHER INFORMATION Shares of Common Stock Stock Reverse Split The Company’s common shares were reverse split 10,000 to 1 effective March 10, 2021. Stock Issuances On August 1, 2020, our sole director and officer purchased 800,000 post-split common shares for $100 cash payable upon the effectiveness of such split, which occurred on March 10, 2021. Description of Common Stock We are authorized to issue 250,000,000 shares of our Common Stock, no par value (the "Common Stock"). Each share of the Common Stock is entitled to share equally with each other share of Common Stock in dividends from sources legally available therefore, when, and if, declared by our board of directors and, upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in the assets of the Company that are available for distribution to the holders of the Common Stock. Each holder of Common Stock is entitled to one vote per share for all purposes, except that in the election of directors, each holder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose, and the holders of Common Stock have no preemptive rights, redemption rights or rights of conversion with respect to the Common Stock. Our board of directors is authorized to issue additional shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder action. All shares of Common Stock have equal voting rights, and voting rights are not cumulative. A total of 888,579 shares of common stock are issued and outstanding. Description of Preferred Stock Of the 50,000,000 authorized shares of preferred stock, 1,000,000 shares have been designated as Class A, 1,000,000 shares as Class B, and the remaining 48,000,000 shares are undesignated. Each share of Class A preferred is entitled to 100 votes on all matters presented to the Company’s shareholders for action. The Class A does not have any liquidation preference, additional voting rights, anti-dilution rights, or any other preferential rights. Each share of Class B preferred is convertible into 10 shares of the Company’s common stock. The Class B preferred does not have any liquidation preference, voting rights, other conversion rights, anti-dilution rights, or any other preferential rights. There are no preferred shares issued and outstanding. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 12 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers The following table sets forth the names, ages, and positions with us for each of our directors and officers as of September 30, 2020: Name Age Position Since Danilo Cacciamatta 75 Director, President, Chief Executive Officer and Chief Financial Officer August, 2020 Danilo Cacciamatta has served as our sole director and officer since August 1, 2020. He was elected to the Board of Directors of California First National Bancorp in June 2001. That Board has determined that he qualifies as an “audit committee financial expert”. In June 2020, he was elected to the Board of Directors of West Texas Resources. Mr. Cacciamatta was the CEO of Cacciamatta Accountancy Corporation, a PCAOB registered independent public accounting firm specializing in audits of SEC reporting companies, from 1989 to 2010. From 1972 to 1988, Mr. Cacciamatta was with KPMG Peat Marwick, first as a management consultant in Milan, Italy, and later in the audit group of the Orange County office in California. He was elected to partnership in 1980. His CPA license from the state of California is currently inactive. Mr. Cacciamatta graduated from Pomona College with a B.A in economics and the University of California at Riverside with an M.B.A. CONFLICTS OF INTEREST – GENERAL Our sole director and officer is, or may become, in his individual capacities, an officer, director, controlling shareholder and/or partner of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts, and corporation opportunity, involved in participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary. CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person. COMMITTEES OF THE BOARD OF DIRECTORS The members of our Board are elected for one-year terms, to hold office until the next general meeting of stockholders, or until removed from office in accordance with our bylaws. Our Board does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by the Board as a whole. Code of Ethics To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations. 13 ITEM 11. EXECUTIVE COMPENSATION On August 1, 2020 Mr. Danilo Cacciamatta was formally elected our sole director and officer. Executive compensation during the years ended September 30, 2020 and 2019 was as follows: NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK AWARDS OPTIONS AWARDS ($) NONQUALIFIED DEFERRED COMPENSATION ($) TOTAL Danilo Cacciamatta Director & Sole Officer 2020 – – – – – – Danilo Cacciamatta Interim Director & Sole Officer 2019 – – – – – – ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth as of March 21, 2021 the number and percentage of the outstanding shares of common stock, which, according to the information available to us, were beneficially owned by: (i) each person who is currently a director, (ii) each executive officer, (iii) all current directors and executive officers as a group, and (iv) each person who is known by us to own beneficially more than 5% of our outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable. Name and Address of Beneficial Owner (1) Number of Common Shares Percent of Class Danilo Cacciamatta, sole officer, and director 838,310 94.34% All executive officers, beneficial owners, and directors as a group 838,310 94.34% (1) c/o 14308 S. Goss Rd, Cheney, WA 9904 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Mr. Danilo Cacciamatta is our sole director and officer. Other than the office provided by Mr. Cacciamatta at no cost to the Company, we did not have other related party transactions. Employee Benefit Plans We have no employee benefit plans or stock option plans. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Not applicable. We are an inactive registrant. 14 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) Financial statements Reference is made to the Index and Financial Statements under Item 8 hereof. (b) Financial statement schedules Schedules are not required. (c) Exhibits The exhibits to this annual report are listed below. Exhibit Number Description 3.1 Articles of Incorporation of the Registrant (Incorporated by reference to the Company’s Form SB-2, filed on April 26, 2002) . 3.2 Articles of Amendment to the Articles of Incorporation of the Registrant filed November 7, 1994 (Incorporated by reference to the Company’s Form SB-2, filed on April 26, 2002) . 3.3 Articles of Amendment to the Articles of Incorporation of the Registrant filed December 5, 1994 ((Incorporated by reference to the Company’s Form SB-2/A, filed on June 6, 2002) (3) 3.4 Articles of Amendment to the Articles of Incorporation of the Registrant filed October 16, 1995 (Incorporated by reference to the Company’s Form SB-2, filed on April 26, 2002) . 3.5 Articles of Amendment to the Articles of Incorporation of the Registrant filed April 16, 2003 (Incorporated by reference to the Company’s Form SB-2/A, filed on May 2, 2003) . 3.6 Articles of Amendment to the Articles of Incorporation of the Registrant filed August 3, 2004 (Incorporated by reference to the Company’s Form 10QSB, filed on August 20, 2004 3.7 Articles of Amendment to the Articles of Incorporation of the Registrant filed August 12, 2005 (Incorporated by reference to the Company’s Form 10KSB filed on January 26, 2006 3.8 Articles of Amendment to the Articles of Incorporation of the Registrant filed June 30, 2006 (Incorporated by reference to the Company’s Form SB-2 filed on September 8, 2006. 3.9 Bylaws of the Registrant (Incorporated by reference to the Company’s Form SB-2, filed on April 26, 2002) . 10.8 Securities Purchase Agreement dated as of November 27, 2002 by and between the Registrant and the purchasers named therein (Incorporated by reference to the Company’s Form 10KSB, filed on January 21, 2003) . 10.9 Form of Common Stock Purchase Warrant dated as of November 27, 2002 (Incorporated by reference to the Company’s Form 10KSB, filed on January 21, 2003) . 10.10 Registration Rights Agreement dated as of November 27, 2002 by and between the Registrant and the investors named therein (Incorporated by reference to the Company’s Form 10KSB, filed on January 21, 2003) . 10.11 Security Agreement dated as of November 27, 2002 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Form 10KSB, filed on January 21, 2003) . 10.12 Intellectual Property Security Agreement dated as of November 27, 2002 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Form 10KSB, filed on January 21, 2003) . 15 10.13 Form of Secured Convertible Debenture due March 3, 2004 (Incorporated by reference to the Company’s Form SB-2/A, filed on May 2, 2003) . 10.14 Form of Common Stock Purchase Warrant dated as of March 3, 2003 (Incorporated by reference to the Company’s Form SB-2/A, filed on May 2, 2003) . 10.15 Form of Secured Convertible Debenture due May 12, 2004 (Incorporated by reference to the Company’s Form 10QSB, filed on August 21, 2003) . 10.16 Form of Common Stock Purchase Warrant dated as of May 12, 2003 (Incorporated by reference to the Company’s Form 10QSB ,filed August 21, 2003) . 10.19 Securities Purchase Agreement dated as of November 25, 2003 by and between the Registrant and the purchasers named therein (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.20 Form of Secured Convertible Debenture due November 25, 2004 (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.21 Form of Common Stock Purchase Warrant dated as of November 25, 2003 (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.22 Registration Rights Agreement dated as of November 25, 2003 by and between the Registrant and the investors named therein (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.23 Security Agreement dated as of November 25, 2003 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.24 Intellectual Property Security Agreement dated as of November 25, 2003 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.25 Form of Secured Convertible Debenture due December 3, 2004 (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.26 Form of Common Stock Purchase Warrant dated as of December 3, 2003 (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.27 Form of Secured Convertible Debenture due December 31, 2004 (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.28 Form of Common Stock Purchase Warrant dated as of December 31, 2003 (Incorporated by reference to the Company’s Form 10KSB, filed on February 12, 2004) . 10.29 Form of Secured Convertible Debenture due February 18, 2005 (Incorporated by reference to the Company’s Form 10QSB, filed on March 12, 2004) . 10.30 Form of Common Stock Purchase Warrant dated as of February 18, 2004 (Incorporated by reference to the Company’s Form 10QSB, filed on March 12, 2004) . 10.31 Amendment No. 1 to Securities Purchase Agreement dated as of March 4, 2004 by and between the Registrant and the persons named therein (Incorporated by reference to the Company’s Form SB-2, filed on June 25, 2004) . 10.32 Form of Secured Convertible Debenture due March 4, 2005 (Incorporated by reference to the Company’s Form 10QSB, filed on March 12, 2004) . 10.33 Form of Common Stock Purchase Warrant dated as of March 4, 2004 (Incorporated by reference to the Company’s Form 10QSB, filed on March 12, 2004) . 10.34 Securities Purchase Agreement dated as of April 19, 2004 by and between the Registrant and the purchasers named therein (Incorporated by reference to the Company’s Form SB-2, filed on June 25, 2004) . 10.35 Form of Common Stock Purchase Warrant dated as of April 19, 2004 (Incorporated by reference to the Company’s Form SB-2, filed on June 25, 2004) . 10.36 Registration Rights Agreement dated as of April 19, 2004 by and between the Registrant and the investors named therein (Incorporated by reference to the Company’s Form SB-2, filed on June 25, 2004) . 10.37 Security Agreement dated as of April 19, 2004 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Form SB-2, filed on June 25, 2004) . 10.38 Intellectual Property Security Agreement dated as of April 19, 2004 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Form SB-2, filed on June 25, 2004) . 10.39 Form of Common Stock Purchase Warrant dated as of June 30, 2004 (Incorporated by reference to the Company’s Form 10-QSB, filed on August 20, 2004) . 10.40 Form of Common Stock Purchase Warrant dated as of September 9, 2004 (Incorporated by reference to the Company’s Form 10KSB, filed on January 27, 2005) . 10.41 Securities Purchase Agreement dated as of March 17, 2005 by and between the Registrant and the purchasers named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 21, 2005) . 10.42 Form of Callable Secured Convertible Note due March 17, 2007 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 21, 2005) . 16 10.43 Form of Stock Purchase Warrant dated as of March 17, 2005 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 21, 2005). 10.44 Registration Rights Agreement dated as of March 17, 2005 by and between the Registrant and the investors named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 21, 2005) . 10.45 Security Agreement dated as of March 17, 2005 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 21, 2005) . 10.46 Intellectual Property Security Agreement dated as of March 17, 2005 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 21, 2005) . 10.47 Securities Purchase Agreement dated as of March 8, 2006 by and between the Registrant and the purchasers named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 15, 2007) . 10.48 Form of Callable Secured Convertible Note due March 8, 2009 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 15, 2007) . 10.49 Form of Stock Purchase Warrant dated as of March 8, 2006 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 15, 2007) . 10.50 Registration Rights Agreement dated as of March 8, 2006 by and between the Registrant and the investors named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 15, 2007) . 10.51 Security Agreement dated as of March 8, 2006 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 15, 2007) . 10.52 Intellectual Property Security Agreement dated as of March 8, 2006 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 15, 2007) . 10.53 Securities Purchase Agreement dated as of February 13, 2007 by and between the Registrant and the purchasers named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 20, 2007) . 10.54 Form of Callable Secured Convertible Note dated as of February 13, 2007 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 20, 2007) . 10.55 Form of Stock Purchase Warrant dated as of February 13, 2007 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 20, 2007) . 10.56 Registration Rights Agreement dated as of February 13, 2007 by and between the Registrant and the investors named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 20, 2007) . 10.57 Security Agreement dated as of February 13, 2007 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 20, 2007) . 10.58 Intellectual Property Security Agreement dated as of February 13, 2007 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 20, 2007) 31.1* Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 31.2 * Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Filed herewith. **Furnished herewith. ITEM 16. FORM 10-K SUMMARY None. 17 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONECTISYS CORPORATION By: /s/ Danilo Cacciamatta Danilo Cacciamatta Chief Executive Officer Principal Accounting Officer Date: August 31, 2021 18 CONECTISYS CORPORATION UNAUDITED BALANCE SHEETS September 30, 2020 September 30, 2019 ASSETS Current assets Cash and cash equivalents $ – $ – Total current assets – – Property and equipment, net – – Total assets $ – $ – LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accrued expenses $ 9,921 $ 7,771 Advances from former officer 17,445 13,654 Total current liabilities 27,366 21,425 Total liabilities 27,366 21,425 Commitments and contingencies – – Stockholders' Deficit Preferred stock - Class A, $1.00 par value; 1,000,000 shares authorized, none issued and outstanding – – Convertible preferred stock - Class B, $1.00 par value; 1,000,000 shares authorized, none issued and outstanding – – Preferred stock - undesignated; 48,000,000 shares authorized, none issued and outstanding – – Common stock - no par value; 250,000,000 shares authorized 888,579 and 88,579 shares issued and outstanding, respectively* 32,246,441 32,246,341 Common stock subscription receivable (100 ) – (Accumulated deficit) (32,273,707 ) (32,273,707 ) Accumulated other comprehensive income (loss) Stockholders’ deficit (27,366 ) (21,425 ) Total liabilities and stockholders’ deficit $ – $ – * On March 10, 2021, the Company implemented a 10,000 to 1 reverse split of the issued and outstanding shares of its common stock. Except for shares authorized, all references to number of shares and per share information in these unaudited financial statements have been retroactively adjusted to reflect such split. See notes to the unaudited financial statements. F- 1 CONECTISYS CORPORATION UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Years Ended September 30, 2020 2019 REVENUE $ – $ – COST OF REVENUE – – GROSS PROFIT – – OPERATING EXPENSES General and administrative 5,941 11,154 Total operating expenses 5,941 11,154 (LOSS) FROM OPERATIONS (5,941 ) (11,154 ) (LOSS) BEFORE INCOME TAXES (5,941 ) (11,154 ) PROVISION FOR INCOME TAXES – – NET (LOSS) (5,941 ) (11,154 ) OTHER COMPREHENSIVE INCOME (LOSS) – – COMPREHENSIVE INCOME (LOSS) $ (5,941 ) $ (11,154 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES* Basic and diluted $ 221,911 $ 88,579 (LOSS) PER SHARE Basic and diluted $ (0.03 ) $ (0.13 ) * On March 10, 2021, the Company implemented a 10,000 to 1 reverse split of the issued and outstanding shares of its common stock. Except for shares authorized, all references to number of shares and per share information in these unaudited financial statements have been retroactively adjusted to reflect such split. See notes to the unaudited financial statements. F- 2 CONECTISYS CORPORATION UNAUDITED STATEMENTS OF CHANGES IN DEFICIT Common Stock* Subscription Accumulated Shares Amount Receivable Deficit Total Balance, September 30, 2018 88,579 $ 32,246,441 $ – $ (32,256,612 ) $ (10,271 ) Net loss – – – (11,154 ) (11,154 ) Balance, December 30, 2019 88,579 $ 32,246,341 $ – $ (32,267,766 ) $ (21,425 ) Shares subscribed 800,000 100 (100 ) – – Net loss – – – (5,941 ) (5,941 ) Balance, September 30, 2020 888,579 $ 32,246,441 $ (100 ) $ (32,273,707 ) $ (27,366 ) * On March 10, 2021, the Company implemented a 10,000 to 1 reverse split of the issued and outstanding shares of its common stock. Except for shares authorized, all references to number of shares and per share information in these unaudited financial statements have been retroactively adjusted to reflect such split. See notes to the unaudited financial statements. F- 3 CONECTISYS CORPORATION UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Years Ended September 30, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $ (5,941 ) $ (11,154 ) Adjustments to reconcile net (loss) to cash (used in) operating activities: Change in operating assets and liabilities Accrued expenses 2,150 600 Advances from former officer 3,791 10,554 Net cash used in operating activities – – CASH FLOWS FROM INVESTING ACTIVITIES – – CASH FLOWS FROM FINANCING ACTIVITIES – – CHANGES IN CASH – – CASH AND CASH EQUIVALENT, beginning of year – – CASH AND CASH EQUIVALENT, end of year $ – $ – SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income tax $ – $ – Cash paid for interest $ – $ – See notes to the consolidated financial statements F- 4 Conectisys Corporation Notes to Unaudited Financial Statements September 30, 2020 Note 1 - Nature of business and organization ConectiSys Corporation (the “Company”) was incorporated in Colorado on February 2, 1986 under the name Coastal Financial Corp. On December 5, 1994, Coastal Financial Corp. changed its name to BDR Industries, Inc. which changed its name on October 16, 1995, to ConectiSys Corporation. The Company was engaged in the development of a low-cost automatic meter reading, or AMR, solution until it ceased all business activity in 2008. Conectisys was an SEC reporting company until 2008. Its last Form 10-K, for the fiscal year 2007, was filed on Jan 4, 2008; its last Form 10-Q, for the three and nine months ended June 30, 2008, was filed on Sep. 15, 2008. As of June 30, 2008, Conectisys had notes payable aggregating $6,633,312. Of this total, several five-year notes aggregating $3,082,655 were payable to NIR & Affiliates. NIR was a mutual fund run by Corey Ribotsky. NIR provided Conectisys with significant funding from 2002 through 2008 in the form of convertible notes with stock conversion at a significant discount to the market (up to 80% at times) commonly known as a “pipe”. In March 2008 NIR provided the last of its funding to Conectisys. In the 3rd quarter of 2008 Conectisys was in default on its obligations to NIR by (1) failure to pay interest and (2) failure to maintain an active SB-2 filing for issuance of the convertible shares. In 2009, Conectisys failed to timely file its 2008 10-K Report. Conectisys was removed from trading on the OTC and began trading on the Pink Sheets. The balance of the convertible notes, aggregating $ 3.550,657, were payable to AJW, New Millennium Capital Partners and Laurus Master Fund. All the notes were due at various times from 2002 to 2008. There were no repayments and, after the six-year statute of limitations, all the notes and the related accrued interest, $498,132 as of June 30, 2008, became null and void at various times through April 2017. Conectisys was a victim of predatory lending by Corey Ribotsky and his NIR Group, as evidenced by a civil complaint filed by the U.S, Securities & Exchange Commission (“SEC”) against Mr. Ribotsky, NIR and others on September 28, 2011 in Federal Court in the Eastern District of New York. To settle the SEC's related administrative proceedings, Ribotsky consented to be barred from any future association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. The statute of limitations to sue in contract matters or debt collection is 6 years in the State of New York which was the agreed upon jurisdiction by both Conectisys and NIR. Further, NIR and all its affiliates ceased to operate as a result of the SEC enforcement actions. As of April 2017, all obligations, notes, debt, warrants, and options are past their due dates and barred from any collection efforts since the time frame allowed by the statute of limitations for a legal action has expired. From November 2002 to March 2008, Conectisys issued an aggregate of 67,620,000 five-year and seven-year common stock warrants to accredited investors in connection with several convertible debenture financing arrangements. F- 5 All such warrants and all stock options expired unexercised. All assets as of June 30, 2008, $172,581, were fully amortized or realized by the end of fiscal 2008. As of June 30, 2008, the Company had $2,418,148 in accrued compensation and $40,174 due to officers. None of these obligations were paid and became null and void after the six-year statute of limitations. Accounts payable and other current liabilities were either partially paid or became null and void after the six-year statute of limitations. From its inception in 1986 through June 30, 2008, Conectisys had aggregate revenues of approximately $524,000 from the sale of its H-NET AMR systems. Operations: None Customers: None Employees: None Note 2 – Basis of Presentation and Summary of significant accounting policies Basis of presentation The accompanying financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The Company’s fiscal year end date is September 30. Cash and cash equivalents Cash and cash equivalents consist of amounts of cash on hand and bank deposits. Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Income taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 6 As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception, April 11, 2018, and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Nevada and California, as its “major” tax jurisdictions. However, the Company has certain tax attribute carryforwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. The Company believes that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Commitments and Contingencies In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter. Earnings per share Basic earnings per share are computed by dividing net income attributable to holders of common stock by the weighted average number of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities to issue common stock were exercised. Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The update is intended to simplify the current rules regarding the accounting for income taxes and addresses several technical topics including accounting for franchise taxes, allocating income taxes between a loss in continuing operations and in other categories such as discontinued operations, reporting income taxes for legal entities that are not subject to income taxes, and interim accounting for enacted changes in tax laws. The new standard is effective for fiscal years beginning after December 15, 2020; however, early adoption is permitted. The Company does not expect the adoption of this standard have a material impact on the consolidated and combined financial statements. In August 2018, the FASB Accounting Standards Board issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not expect this guidance will have a material impact on its consolidated and combined financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. The standard will replace the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. The amendments in ASU 2016-13 are effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). For public companies that are not SEC filers, the ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other organizations, the ASU on credit losses will take effect for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of adoption of this guidance on its consolidated and combined financial statements. F- 7 The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated and combined financial position, statements of operations and cash flows. Subsequent event The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated combined financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the consolidated and combined financial statements are presented. Going concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. Additional capital infusion is necessary in order to fund current expenditures, acquire business opportunities and achieve profitable operations. This factor raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s management intends to continue funding current expenditures and to raise additional funds. However, there can be no assurance that management will be successful in this endeavor. Note 3 – Loss Per Share The following table sets forth the computation of basic and diluted loss per share for the years presented: Years ended September 30, 2020 2019 Numerator: Net loss $ (5,941 ) $ (11,154 ) Denominator: Weighted average shares outstanding * 221,912 88,579 Net loss per share $ (0.03 ) $ (0.13 ) * Effective March 10, 2021, the Company implemented a 10,000 to 1 reverse split of the 823,420,842 issued and outstanding shares of common stock. The number of post-split shares held by each shareholder will be rounded up to the nearest digit, with a minimum of 1 share. Accordingly, our transfer agent will determine the exact number of shares outstanding post-split. The computation of basic and diluted Loss per Share was retroactively adjusted for all periods presented. On August 1, 2020, the newly elected sole director and officer purchased 800,000 post-split common shares for $100 payable upon the effectiveness of such split. Such shares are included in the computation of the weighted average shares outstanding for the two months they were deemed outstanding in fiscal 2020. F- 8 Note 4 - Equity The total number of authorized shares of capital stock, as amended, is currently 300,000,000, consisting of 250,000,000 common shares, no par value, and 50,000,000 shares of preferred stock. The number of post-split common shares outstanding is 884,000, of which 838,100 are owned by our sole director and officer. Of the 50,000,000 shares of preferred stock, 1,000,000 shares are designated Class A, $1.00 par value per share, with each share having voting rights equal to 100 common shares. In addition, 1,000,000 shares are designated Class B, $1.00 par value per share, with each share convertible into 10 common shares. The remaining 48,000,000 preferred shares authorized are undesignated. None of the preferred shares are issued and outstanding. Note 5 - Subsequent events Stock Reverse Split The Company’s common shares were reverse split 10,000 to 1 effective March 10, 2021 (See Note 4). F- 9