CONTROLS AND PROCEDURES
−Removed: of Disclosure Controls and Procedures
−Removed: Our management
−Removed: conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal
−Removed: financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
−Removed: under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this registration
−Removed: statement on Form 10.
−Removed: Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our
−Removed: internal control over financial reporting described below, our disclosure controls and procedures were not sufficient as of September
−Removed: Such weaknesses and deficiencies are principally caused by our lack of employees and financial resources.
+Added: Evaluation of Disclosure Controls and Procedures
+Added: Our management conducted an evaluation, with the participation of our Chief Executive
+Added: Officer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure
+Added: 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
+Added: Act”) as of the end of the period covered by this annual report on Form 10-K.
+Added: Based on that evaluation, we concluded that
+Added: because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure
+Added: controls and procedures were not sufficient as of September 30, 2021.
+Added: Such weaknesses and deficiencies are principally caused by our lack
+Added: of employees and financial resources.
OTHER INFORMATION
−Removed: of Common Stock
−Removed: Stock Reverse
−Removed: The Company’s
−Removed: common shares were reverse split 10,000 to 1 effective March 10, 2021.
−Removed: Stock Issuances
−Removed: 1, 2020, our sole director and officer purchased 800,000 post-split common shares for $100 cash payable upon the effectiveness of such
−Removed: split, which occurred on March 10, 2021.
−Removed: of Common Stock
−Removed: authorized to issue 250,000,000 shares of our Common Stock, no par value (the "Common Stock").
−Removed: Each share of the Common Stock
−Removed: is entitled to share equally with each other share of Common Stock in dividends from sources legally available therefore, when, and if,
−Removed: declared by our board of directors and, upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in the
−Removed: assets of the Company that are available for distribution to the holders of the Common Stock.
−Removed: Each holder of Common Stock is entitled
−Removed: 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
−Removed: of shares for as many persons as there are directors to be elected.
−Removed: Cumulative voting shall not be allowed in the election of directors
−Removed: or for any other purpose, and the holders of Common Stock have no preemptive rights, redemption rights or rights of conversion with respect
−Removed: to the Common Stock.
−Removed: Our board of directors is authorized to issue additional shares of our Common Stock within the limits authorized
−Removed: by our Articles of Incorporation and without stockholder action.
−Removed: All shares of Common Stock have equal voting rights, and voting rights
−Removed: are not cumulative.
−Removed: of 888,579 shares of common stock are issued and outstanding.
−Removed: of Preferred Stock
−Removed: 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
−Removed: remaining 48,000,000 shares are undesignated.
−Removed: of Class A preferred is entitled to 100 votes on all matters presented to the Company’s shareholders for action.
−Removed: The Class A does
−Removed: not have any liquidation preference, additional voting rights, anti-dilution rights, or any other preferential rights.
−Removed: of Class B preferred is convertible into 10 shares of the Company’s common stock.
−Removed: The Class B preferred does not have any liquidation
−Removed: preference, voting rights, other conversion rights, anti-dilution rights, or any other preferential rights.
−Removed: no preferred shares issued and outstanding.
−Removed: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
−Removed: Not applicable.
−Removed: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Directors and Executive Officers
−Removed: The following table sets forth
−Removed: the names, ages, and positions with us for each of our directors and officers as of September 30, 2020:
+Added: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
+Added: and Executive Officers
+Added: The following table
+Added: sets forth the name, age, and position with us for our sole director and officer as of September 30, 2021:
Danilo Cacciamatta
3 unchanged sentences
First National Bancorp in June 2001.
−Removed: That Board has determined that he qualifies as an “audit committee financial expert”.
−Removed: In June 2020, he was elected to the Board of Directors of West Texas Resources.
−Removed: Cacciamatta was the CEO of Cacciamatta Accountancy
−Removed: Corporation, a PCAOB registered independent public accounting firm specializing in audits of SEC reporting companies, from 1989 to 2010.
−Removed: From 1972 to 1988, Mr.
−Removed: Cacciamatta was with KPMG Peat Marwick, first as a management consultant in Milan, Italy, and later in the audit
−Removed: group of the Orange County office in California.
+Added: In June 2020, he was elected to the Board of Directors of West Texas Resources, and in May, 2021,
+Added: he was elected to the Board of Directors of iPower Inc.
+Added: (Nasdaq:IPW).
+Added: Cacciamatta was the CEO of Cacciamatta Accountancy Corporation,
+Added: a PCAOB registered independent public accounting firm specializing in audits of SEC reporting companies, from 1989 to 2010.
+Added: Cacciamatta was with KPMG Peat Marwick, first as a management consultant in Milan, Italy, and later in the audit group of
+Added: the Orange County office in California.
He was elected to partnership in 1980.
−Removed: His CPA license from the state of California
−Removed: is currently inactive.
−Removed: Cacciamatta graduated from Pomona College with a B.A in economics and the University of California at Riverside
−Removed: with an M.B.A.
−Removed: OF INTEREST –
−Removed: director and officer is, or may become, in his individual capacities, an officer, director, controlling shareholder and/or partner of
−Removed: other entities engaged in a variety of businesses.
−Removed: Thus, there exist potential conflicts of interest including, among other things, time,
−Removed: efforts, and corporation opportunity, involved in participation with such other business entities.
+Added: His CPA license from the state of California is currently
+Added: Cacciamatta graduated from Pomona College with a B.A in economics and the University of California at Riverside with an
+Added: The Board has determined that he qualifies as an “audit committee financial expert”.
+Added: OF INTEREST – GENERAL
+Added: sole director and officer is, or may become, in his individual capacity, an officer, director, controlling shareholder and/or partner
+Added: of other entities engaged in a variety of businesses.
+Added: Thus, there exist potential conflicts of interest including, among other things,
+Added: time, efforts, and corporation opportunity, involved in participation with such other business entities.
While our sole officer and director
1 unchanged sentence
OF INTEREST - CORPORATE OPPORTUNITIES
−Removed: no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to
−Removed: disclose to us business opportunities which come to their attention.
−Removed: Our officers and directors do, however, have a fiduciary duty of
−Removed: loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director
−Removed: or otherwise.
−Removed: Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and
−Removed: director of another company.
−Removed: We have no intention of merging with or acquiring an affiliate, associate person or business opportunity
−Removed: from any affiliate or any client of any such person.
+Added: are no requirements in our Articles of Incorporation or Bylaws which requires officers and directors of the Company to disclose to us
+Added: business opportunities which come to their attention.
+Added: Our officers and directors do, however, have a fiduciary duty of loyalty to us
+Added: to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise.
+Added: Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another
+Added: We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate
+Added: or any client of any such person.
OF THE BOARD OF DIRECTORS
−Removed: of our Board are elected for one-year terms, to hold office until the next general meeting of stockholders, or until removed from office
−Removed: in accordance with our bylaws.
−Removed: does not maintain a separate audit, nominating or compensation committee.
−Removed: Functions customarily performed by such committees are performed
−Removed: by the Board as a whole.
+Added: members of our Board are elected for one-year terms, to hold office until the next general meeting of stockholders, or until removed
+Added: from office in accordance with our bylaws.
+Added: Board does not maintain a separate audit, nominating or compensation committee.
+Added: Functions customarily performed by such committees are
+Added: performed by the Board as a whole.
Code of Ethics
−Removed: we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company
−Removed: has no meaningful operations.
+Added: date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the
+Added: Company has no meaningful operations.
The Company does not believe that a formal written code of ethics is necessary at this time.
−Removed: that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the
−Removed: acquisition of an on-going business and thereby commences operations.
−Removed: On August 1, 2020 Mr.
−Removed: Danilo Cacciamatta
−Removed: was formally elected our sole director and officer.
+Added: expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results
+Added: in the acquisition of an on-going business and thereby commences operations.
EXECUTIVE COMPENSATION
−Removed: during the years ended September 30, 2020 and 2019 was as follows:
−Removed: AND PRINCIPAL POSITION
−Removed: & Sole Officer
−Removed: Director & Sole Officer
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
−Removed: The following
−Removed: table sets forth as of March 21, 2021 the number and percentage of the outstanding shares of common stock, which, according to the information
−Removed: available to us, were beneficially owned by:
−Removed: each person who is currently a director,
−Removed: each executive officer,
−Removed: all current directors and executive
−Removed: officers as a group, and
−Removed: each person who is known by us to
−Removed: own beneficially more than 5% of our outstanding common stock.
−Removed: as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially
−Removed: owned, subject to community property laws where applicable.
−Removed: and Address of Beneficial Owner (1)
−Removed: of Common Shares
−Removed: Danilo Cacciamatta, sole
−Removed: officer, and director
−Removed: All executive officers,
−Removed: beneficial owners, and directors as a group
−Removed: Goss Rd, Cheney, WA
−Removed: RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
+Added: Danilo Cacciamatta was our
+Added: sole director and officer for fiscal years 2021 and 2020.
+Added: He served on an interim basis until August 1, 2020, on which date he was formally
+Added: elected to these positions.
+Added: compensation during the two fiscal years ended September 30, 2021, was as follows:
+Added: NAME AND PRINCIPAL POSITION
+Added: NONQUALIFIED DEFERRED COMPENSATION ($)
Danilo Cacciamatta,
−Removed: is our sole director and officer.
−Removed: Other than the office provided by Mr.
−Removed: Cacciamatta at no cost to the Company, we did not have other
−Removed: related party transactions.
−Removed: Employee Benefit
−Removed: We have no employee
−Removed: benefit plans or stock option plans.
+Added: Director, President,
+Added: Chief Executive Officer,
+Added: Chief Financial Officer
+Added: SECURITY OWNERSHIP
+Added: OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+Added: following table sets forth as of November 7, 2021 the number and percentage of the outstanding shares of Common Stock,
+Added: which, according to the information available to us, were beneficially owned by:
+Added: who is currently a director,
+Added: each executive
+Added: directors and executive officers as a group, and
+Added: who is known by us to own beneficially more than 5% of our outstanding Common Stock.
+Added: Except as otherwise
+Added: indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject
+Added: to community property laws where applicable.
+Added: Name and Address of Beneficial Owner
+Added: Number of Common Shares
+Added: Percent of Class
+Added: Danilo Cacciamatta, sole officer, and director (1)
+Added: All executive officers, beneficial owners, and directors as a group
+Added: Goss Rd, Cheney, WA 9904
+Added: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
+Added: Cacciamatta, our sole director and officer, provides office space at no cost to the Company.
+Added: There are no other related party transactions.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: Not applicable.
We are an inactive registrant.
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
−Removed: (a) Financial
−Removed: Reference is made to the
−Removed: Index and Financial Statements under Item 8 hereof.
−Removed: (b) Financial
−Removed: statement schedules
+Added: Financial statements
+Added: Our unaudited financial statements are included herein commencing on
+Added: page F-1 following..
+Added: Financial statement schedules
Schedules are not required.
−Removed: The exhibits to this annual
−Removed: report are listed below.
−Removed: of Incorporation of the Registrant (Incorporated by reference to the Company’s Form SB-2, filed on April 26, 2002) .
−Removed: of Amendment to the Articles of Incorporation of the Registrant filed November 7, 1994 (Incorporated by reference to the Company’s
−Removed: Form SB-2, filed on April 26, 2002) .
−Removed: of Amendment to the Articles of Incorporation of the Registrant filed December 5, 1994 ((Incorporated by reference to the Company’s
−Removed: Form SB-2/A, filed on June 6, 2002) (3)
−Removed: of Amendment to the Articles of Incorporation of the Registrant filed October 16, 1995 (Incorporated by reference to the Company’s
−Removed: Form SB-2, filed on April 26, 2002) .
−Removed: of Amendment to the Articles of Incorporation of the Registrant filed April 16, 2003 (Incorporated by reference to the Company’s
−Removed: Form SB-2/A, filed on May 2, 2003) .
−Removed: of Amendment to the Articles of Incorporation of the Registrant filed August 3, 2004 (Incorporated by reference to the
−Removed: Company’s Form 10QSB, filed on August 20, 2004
−Removed: of Amendment to the Articles of Incorporation of the Registrant filed August 12, 2005 (Incorporated by reference to the
−Removed: Company’s Form 10KSB filed on January 26, 2006
−Removed: of Amendment to the Articles of Incorporation of the Registrant filed June 30, 2006 (Incorporated by reference to the
−Removed: Company’s Form SB-2 filed on September 8, 2006.
−Removed: of the Registrant (Incorporated by reference to the Company’s
−Removed: Form SB-2, filed on April 26, 2002) .
−Removed: Purchase Agreement dated as of November 27, 2002 by and between the Registrant and the purchasers named therein (Incorporated by reference
−Removed: to the Company’s Form 10KSB, filed on January 21, 2003) .
−Removed: of Common Stock Purchase Warrant dated as of November 27, 2002 (Incorporated by reference to the Company’s Form 10KSB, filed on
−Removed: January 21, 2003) .
−Removed: Rights Agreement dated as of November 27, 2002 by and between the Registrant and the investors named therein (Incorporated by reference
−Removed: to the Company’s Form 10KSB, filed on January 21, 2003) .
−Removed: Agreement dated as of November 27, 2002 between the Registrant and the secured parties named therein (Incorporated by reference to the
−Removed: Company’s Form 10KSB, filed on January 21, 2003) .
−Removed: Property Security Agreement dated as of November 27, 2002 between the Registrant and the secured parties named therein (Incorporated
−Removed: by reference to the Company’s Form 10KSB, filed on January 21, 2003) .
−Removed: of Secured Convertible Debenture due March 3, 2004 (Incorporated by reference to the Company’s Form SB-2/A, filed on May 2, 2003) .
−Removed: 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) .
−Removed: of Secured Convertible Debenture due May 12, 2004 (Incorporated by reference to the Company’s Form 10QSB, filed on August 21, 2003) .
−Removed: of Common Stock Purchase Warrant dated as of May 12, 2003 (Incorporated by reference to the Company’s Form 10QSB ,filed August
−Removed: Purchase Agreement dated as of November 25, 2003 by and between the Registrant and the purchasers named therein (Incorporated by reference
−Removed: to the Company’s Form 10KSB, filed on February 12, 2004) .
−Removed: of Secured Convertible Debenture due November 25, 2004 (Incorporated by reference to the Company’s Form 10KSB, filed on February
−Removed: of Common Stock Purchase Warrant dated as of November 25, 2003 (Incorporated by reference to the Company’s Form 10KSB, filed on
−Removed: February 12, 2004) .
−Removed: Rights Agreement dated as of November 25, 2003 by and between the Registrant and the investors named therein (Incorporated by reference
−Removed: to the Company’s Form 10KSB, filed on February 12, 2004) .
−Removed: Agreement dated as of November 25, 2003 between the Registrant and the secured parties named therein (Incorporated by reference to the
−Removed: Company’s Form 10KSB, filed on February 12, 2004) .
−Removed: Property Security Agreement dated as of November 25, 2003 between the Registrant and the secured parties named therein (Incorporated
−Removed: by reference to the Company’s Form 10KSB, filed on February 12, 2004) .
−Removed: of Secured Convertible Debenture due December 3, 2004 (Incorporated by reference to the Company’s Form 10KSB, filed on February
−Removed: of Common Stock Purchase Warrant dated as of December 3, 2003 (Incorporated by reference to the Company’s Form 10KSB, filed on
−Removed: February 12, 2004) .
−Removed: of Secured Convertible Debenture due December 31, 2004 (Incorporated by reference to the Company’s Form 10KSB, filed on February
−Removed: of Common Stock Purchase Warrant dated as of December 31, 2003 (Incorporated by reference to the Company’s Form 10KSB, filed on
−Removed: February 12, 2004) .
−Removed: of Secured Convertible Debenture due February 18, 2005 (Incorporated by reference to the Company’s Form 10QSB, filed on March 12,
−Removed: of Common Stock Purchase Warrant dated as of February 18, 2004 (Incorporated by reference to the Company’s Form 10QSB, filed on
−Removed: March 12, 2004) .
−Removed: 1 to Securities Purchase Agreement dated as of March 4, 2004 by and between the Registrant and the persons named therein (Incorporated
−Removed: by reference to the Company’s Form SB-2, filed on June 25, 2004) .
−Removed: of Secured Convertible Debenture due March 4, 2005 (Incorporated by reference to the Company’s
−Removed: Form 10QSB, filed on March 12, 2004) .
−Removed: of Common Stock Purchase Warrant dated as of March 4, 2004 (Incorporated by reference to the Company’s Form 10QSB, filed on March
−Removed: Purchase Agreement dated as of April 19, 2004 by and between the Registrant and the purchasers named therein (Incorporated by reference
−Removed: to the Company’s Form SB-2, filed on June 25, 2004) .
−Removed: of Common Stock Purchase Warrant dated as of April 19, 2004 (Incorporated by reference to the Company’s Form SB-2, filed on June
−Removed: Rights Agreement dated as of April 19, 2004 by and between the Registrant and the investors named therein (Incorporated by reference
−Removed: to the Company’s Form SB-2, filed on June 25, 2004) .
−Removed: Agreement dated as of April 19, 2004 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s
−Removed: Form SB-2, filed on June 25, 2004) .
−Removed: Property Security Agreement dated as of April 19, 2004 between the Registrant and the secured parties named therein (Incorporated by
−Removed: reference to the Company’s Form SB-2, filed on June 25, 2004) .
−Removed: of Common Stock Purchase Warrant dated as of June 30, 2004 (Incorporated by reference to the Company’s Form 10-QSB, filed on
−Removed: August 20, 2004) .
−Removed: of Common Stock Purchase Warrant dated as of September 9, 2004 (Incorporated by reference to the Company’s Form 10KSB, filed on
−Removed: January 27, 2005) .
−Removed: Purchase Agreement dated as of March 17, 2005 by and between the Registrant and the purchasers named therein (Incorporated by reference
−Removed: to the Company’s Current Report on Form 8-K, filed on March 21, 2005) .
−Removed: of Callable Secured Convertible Note due March 17, 2007 (Incorporated by reference to the Company’s Current Report on Form 8-K,
−Removed: filed on March 21, 2005) .
−Removed: of Stock Purchase Warrant dated as of March 17, 2005 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed
−Removed: on March 21, 2005).
−Removed: 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
−Removed: Report on Form 8-K, filed on March 21, 2005) .
−Removed: Agreement dated as of March 17, 2005 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s
−Removed: Current Report on Form 8-K, filed on March 21, 2005) .
−Removed: Property Security Agreement dated as of March 17, 2005 between the Registrant and the secured parties named therein (Incorporated by
−Removed: reference to the Company’s Current Report on Form 8-K, filed on March 21, 2005) .
−Removed: Purchase Agreement dated as of March 8, 2006 by and between the Registrant and the purchasers named therein (Incorporated by reference
−Removed: to the Company’s Current Report on Form 8-K, filed on March 15, 2007) .
−Removed: of Callable Secured Convertible Note due March 8, 2009 (Incorporated by reference to the Company’s Current Report on Form 8-K,
−Removed: filed on March 15, 2007) .
−Removed: of Stock Purchase Warrant dated as of March 8, 2006 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed
−Removed: on March 15, 2007) .
−Removed: 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
−Removed: Report on Form 8-K, filed on March 15, 2007) .
−Removed: Agreement dated as of March 8, 2006 between the Registrant and the secured parties named therein (Incorporated by reference to the Company’s
−Removed: Current Report on Form 8-K, filed on March 15, 2007) .
−Removed: Property Security Agreement dated as of March 8, 2006 between the Registrant and the secured parties named therein (Incorporated by reference
−Removed: to the Company’s Current Report on Form 8-K, filed on March 15, 2007) .
−Removed: Purchase Agreement dated as of February 13, 2007 by and between the Registrant and the purchasers named therein (Incorporated by reference
−Removed: to the Company’s Current Report on Form 8-K, filed on February 20, 2007) .
−Removed: of Callable Secured Convertible Note dated as of February 13, 2007 (Incorporated by reference to the Company’s Current Report on
−Removed: Form 8-K, filed on February 20, 2007) .
−Removed: of Stock Purchase Warrant dated as of February 13, 2007 (Incorporated by reference to the Company’s Current
−Removed: Report on Form 8-K, filed on February 20, 2007) .
−Removed: Rights Agreement dated as of February 13, 2007 by and between the Registrant and the investors named therein (Incorporated by reference
−Removed: to the Company’s Current Report on Form 8-K, filed on February 20, 2007) .
−Removed: Agreement dated as of February 13, 2007 between the Registrant and the secured parties named therein (Incorporated by reference to the
−Removed: Company’s Current Report on Form 8-K, filed on February 20, 2007) .
−Removed: Property Security Agreement dated as of February 13, 2007 (Incorporated by reference to the Company’s Current Report on Form 8-K,
−Removed: filed on February 20, 2007)
−Removed: Certification Required by Rule 13a-14(a) of the Securities Exchange Act
−Removed: of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
−Removed: Certification Required by Rule 13a-14(a) of the Securities Exchange Act
−Removed: of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Chief Executive Officer and Chief Financial Officer Pursuant
+Added: The exhibits to this annual report are
+Added: listed below.
+Added: Certification of the Chief Executive Officer 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
+Added: Certification of the Chief Financial Officer 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
+Added: 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
−Removed: * Filed herewith.
−Removed: **Furnished herewith.
+Added: Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)**
+Added: Inline XBRL Taxonomy Extension Schema Document**
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document**
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document **
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document **
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document**
+Added: Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).**
FORM 10-K SUMMARY
−Removed: 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
−Removed: on its behalf by the undersigned, thereunto duly authorized.
−Removed: CONECTISYS CORPORATION
−Removed: /s/ Danilo Cacciamatta
−Removed: Danilo Cacciamatta
−Removed: Executive Officer
−Removed: Principal Accounting Officer
−Removed: August 31, 2021
+Added: TO UNAUDITED FINANCIAL STATEMENTS
+Added: Balance Sheets as of September 30, 2021 and 2020
+Added: Statements of Operations for the years ended September 30, 2021 and 2020
+Added: Statements of Changes in Shareholders' (Deficit) for the years ended September 30, 2021 and 2020
+Added: Statements of Cash Flows for the years ended September 30, 2021 and 2020
+Added: Notes to Unaudited Financial Statements
BALANCE SHEETS
3 unchanged sentences
Property and equipment, net
−Removed: LIABILITIES AND STOCKHOLDERS’
+Added: LIABILITIES AND DEFICIT
Current liabilities
19 unchanged sentences
other comprehensive income (loss)
−Removed: Stockholders’
Total liabilities
−Removed: and stockholders’
−Removed: * On March 10, 2021, the
−Removed: Company implemented a 10,000 to 1 reverse split of the issued and outstanding shares of its common stock.
−Removed: Except for shares authorized,
−Removed: all references to number of shares and per share information in these unaudited financial statements have been retroactively adjusted
−Removed: to reflect such split.
−Removed: See notes to the unaudited
−Removed: financial statements.
−Removed: CONECTISYS CORPORATION
−Removed: STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
+Added: *On March 10, 2021, the Company
+Added: implemented a 10,000 for 1 reverse split of its issued and outstanding shares of common stock.
+Added: Except for shares authorized, all references
+Added: to number of shares and per share information have been retroactively adjusted to reflect such split.
+Added: notes to unaudited financial statements.
+Added: STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)
For the Years Ended September 30,
12 unchanged sentences
Basic and diluted
−Removed: 10, 2021, the Company implemented a 10,000 to 1 reverse split of the issued and outstanding shares of its common stock.
−Removed: Except for shares
−Removed: authorized, all references to number of shares and per share information in these unaudited financial statements have been retroactively
−Removed: adjusted to reflect such split.
−Removed: See notes to the unaudited
−Removed: financial statements.
−Removed: CONECTISYS CORPORATION
−Removed: UNAUDITED STATEMENTS OF CHANGES
+Added: *On March 10, 2021, the Company implemented a 10,000 for 1 reverse
+Added: split of its issued and outstanding shares of common stock.
+Added: Except for shares authorized, all references to number of shares and per share
+Added: information have been retroactively adjusted to reflect such split.
+Added: notes to unaudited financial statements.
+Added: STATEMENTS OF CHANGES IN DEFICIT
Common Stock*
1 unchanged sentence
$ ( 32,267,766 )
−Removed: Balance, December 30, 2019
+Added: Shares subscribed
+Added: Balance, September 30, 2020
$ ( 32,273,707 )
2 unchanged sentences
$ ( 32,277,981 )
−Removed: * On March 10, 2021, the Company implemented a 10,000 to 1 reverse split
−Removed: of the issued and outstanding shares of its common stock.
−Removed: Except for shares authorized, all references to number of shares and per share
−Removed: information in these unaudited financial statements have been retroactively adjusted to reflect such split.
−Removed: See notes to the unaudited financial statements.
−Removed: CONECTISYS CORPORATION
−Removed: UNAUDITED CONDENSED STATEMENTS
−Removed: OF CASH FLOWS
+Added: *On March 10, 2021, the Company
+Added: implemented a 10,000 for 1 reverse split of its issued and outstanding shares of common stock.
+Added: Except for shares authorized, all references
+Added: to number of shares and per share information have been retroactively adjusted to reflect such split.
+Added: to unaudited financial statements.
+Added: STATEMENTS OF CASH FLOWS
the Years Ended September 30,
12 unchanged sentences
for income tax
−Removed: See notes to the consolidated financial statements
+Added: notes to unaudited financial statements.
to Unaudited Financial Statements
−Removed: Note 1 - Nature of
−Removed: business and organization
−Removed: Corporation (the “Company”) was incorporated in Colorado on February 2, 1986 under the name Coastal Financial Corp.
+Added: Note 1 - Nature
+Added: of business and organization
+Added: ConectiSys Corporation
+Added: (the “Company”) was incorporated in Colorado on February 2, 1986 under the name Coastal Financial Corp.
+Added: On December 5, 1994,
Coastal Financial Corp.
1 unchanged sentence
which changed its name on October 16, 1995, to ConectiSys Corporation.
−Removed: Company was engaged in the development of a low-cost automatic meter reading, or AMR, solution until it ceased all business activity
−Removed: was an SEC reporting company until 2008.
+Added: The Company was
+Added: engaged in the development of a low-cost automatic meter reading, or AMR, solution until it ceased all business activity in 2008.
+Added: Conectisys was an
+Added: SEC reporting company until 2008.
Its last Form 10-K, for the fiscal year 2007, was filed on Jan 4, 2008;
−Removed: its last Form 10-Q,
−Removed: for the three and nine months ended June 30, 2008, was filed on Sep.
−Removed: of June 30, 2008, Conectisys had notes payable aggregating $6,633,312.
−Removed: this total, several five-year notes aggregating $3,082,655 were payable to NIR & Affiliates.
+Added: its last Form 10-Q, for the
+Added: three and nine months ended June 30, 2008, was filed on Sep.
+Added: As of June 30, 2008,
+Added: Conectisys had notes payable aggregating $6,633,312.
+Added: Of this total, several
+Added: five-year notes aggregating $3,082,655 were payable to NIR & Affiliates.
NIR was a mutual fund run by Corey Ribotsky.
−Removed: NIR provided Conectisys with significant funding from 2002 through 2008 in the form of convertible notes with stock conversion at a significant
−Removed: discount to the market (up to 80% at times) commonly known as a “pipe”.
−Removed: In March 2008 NIR provided the last of its funding
−Removed: to Conectisys.
−Removed: In the 3rd quarter of 2008 Conectisys was in default on its obligations to NIR by (1) failure to pay interest and (2)
−Removed: failure to maintain an active SB-2 filing for issuance of the convertible shares.
−Removed: In 2009, Conectisys failed to timely file its 2008
−Removed: Conectisys was removed from trading on the OTC and began trading on the Pink Sheets.
−Removed: balance of the convertible notes, aggregating $ 3.550,657, were payable to AJW, New Millennium Capital Partners and Laurus Master Fund.
−Removed: the notes were due at various times from 2002 to 2008.
−Removed: There were no repayments and, after the six-year statute of limitations, all the
−Removed: notes and the related accrued interest, $498,132 as of June 30, 2008, became null and void at various times through April 2017.
−Removed: 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
−Removed: & Exchange Commission (“SEC”) against Mr.
−Removed: Ribotsky, NIR and others on September 28, 2011 in Federal Court in the Eastern
−Removed: District of New York.
−Removed: settle the SEC's related administrative proceedings, Ribotsky consented to be barred from any future association with any broker, dealer,
−Removed: investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization.
−Removed: 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
−Removed: by both Conectisys and NIR.
+Added: Conectisys with significant funding from 2002 through 2008 in the form of convertible notes with stock conversion at a significant discount
+Added: to the market (up to 80% at times) commonly known as a “pipe”.
+Added: In March 2008 NIR provided the last of its funding to Conectisys.
+Added: 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
+Added: an active SB-2 filing for issuance of the convertible shares.
+Added: In 2009, Conectisys failed to timely file its 2008 10-K Report.
+Added: was removed from trading on the OTC and began trading on the Pink Sheets.
+Added: The balance of the
+Added: convertible notes, aggregating $ 3.550,657, were payable to AJW, New Millennium Capital Partners and Laurus Master Fund.
+Added: All the notes were
+Added: due at various times from 2002 to 2008.
+Added: There were no repayments and, after the six-year statute of limitations, all the notes and the
+Added: related accrued interest, $498,132 as of June 30, 2008, became null and void at various times through April 2017.
+Added: Conectisys was a
+Added: victim of predatory lending by Corey Ribotsky and his NIR Group, as evidenced by a civil complaint filed by the U.S, Securities &
+Added: Exchange Commission (“SEC”) against Mr.
+Added: Ribotsky, NIR and others on September 28, 2011 in Federal Court in the Eastern District
+Added: To settle the SEC's
+Added: related administrative proceedings, Ribotsky consented to be barred from any future association with any broker, dealer, investment adviser,
+Added: municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization.
+Added: The statute of limitations
+Added: 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
Further, NIR and all its affiliates ceased to operate as a result of the SEC enforcement actions.
1 unchanged sentence
the time frame allowed by the statute of limitations for a legal action has expired.
−Removed: November 2002 to March 2008, Conectisys issued an aggregate of 67,620,000 five-year and seven-year common stock warrants to accredited
−Removed: investors in connection with several convertible debenture financing arrangements.
−Removed: such warrants and all stock options expired unexercised.
−Removed: assets as of June 30, 2008, $172,581, were fully amortized or realized by the end of fiscal 2008.
−Removed: of June 30, 2008, the Company had $2,418,148 in accrued compensation and $40,174 due to officers.
−Removed: None of these obligations were paid
−Removed: and became null and void after the six-year statute of limitations.
−Removed: payable and other current liabilities were either partially paid or became null and void after the six-year statute of limitations.
−Removed: its inception in 1986 through June 30, 2008, Conectisys had aggregate revenues of approximately $524,000 from the sale of its H-NET AMR
+Added: From November 2002
+Added: to March 2008, Conectisys issued an aggregate of 67,620,000 five-year and seven-year Common Stock warrants to accredited investors in
+Added: connection with several convertible debenture financing arrangements.
+Added: All such warrants
+Added: and all stock options expired unexercised.
+Added: All assets as of
+Added: June 30, 2008, $172,581, were fully amortized or realized by the end of fiscal 2008.
+Added: As of June 30, 2008,
+Added: the Company had $2,418,148 in accrued compensation and $40,174 due to officers.
+Added: None of these obligations were paid and became null and
+Added: void after the six-year statute of limitations.
+Added: Accounts payable
+Added: and other current liabilities were either partially paid or became null and void after the six-year statute of limitations.
+Added: From its inception
+Added: in 1990 through June 30, 2008, Conectisys had aggregate revenues of approximately $524,000 from the sale of its H-NET AMR systems.
Basis of Presentation and Summary of significant accounting policies
−Removed: of presentation
+Added: Basis of presentation
accompanying financial statements have been prepared in accordance with the generally accepted accounting principles in the United States
−Removed: of America (“U.S.
−Removed: GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
−Removed: The Company’s fiscal year end date is September 30.
−Removed: and cash equivalents
−Removed: and cash equivalents consist of amounts of cash on hand and bank deposits.
−Removed: of estimates and assumptions
+Added: of America (“U.S.
+Added: GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
+Added: The Company’s fiscal year ends on September 30.
+Added: Cash and cash
+Added: Cash and cash equivalents
+Added: consist of amounts of cash on hand and bank deposits.
+Added: Use of estimates
+Added: and assumptions
preparation of financial statements in conformity with U.S.
4 unchanged sentences
Company accounts for income taxes under the asset and liability method.
−Removed: Deferred tax assets and liabilities are recognized for future
−Removed: tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
−Removed: their perspective tax bases.
−Removed: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
−Removed: in the years in which the temporary differences are expected to be recovered or settled.
−Removed: The effect on deferred tax assets and liabilities
−Removed: of a change in tax rates is recognized in income in the period that includes the enactment date.
−Removed: Valuation allowances are recorded, when
−Removed: necessary, to reduce deferred tax assets to the amount expected to be realized.
−Removed: a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting
−Removed: and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain
−Removed: aspects of the recognition and measurement related to accounting for income taxes.
−Removed: The Company has adopted the provisions of ASC 740
−Removed: since inception, April 11, 2018, and has analyzed filing positions in each of the federal and state jurisdictions where the Company is
−Removed: required to file income tax returns, as well as open tax years in such jurisdictions.
−Removed: The Company has identified the U.S.
−Removed: federal jurisdiction,
−Removed: and the states of Nevada and California, as its “major”
−Removed: tax jurisdictions.
−Removed: However, the Company has certain tax attribute
−Removed: carryforwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes
−Removed: with respect to the year in which such attributes are utilized.
−Removed: Company believes that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments
−Removed: that will result in a material change to its financial position.
−Removed: Therefore, no reserves for uncertain income tax positions have been
−Removed: recorded pursuant to ASC 740.
−Removed: The Company’s policy for recording interest and penalties associated with income-based tax audits
−Removed: is to record such items as a component of income taxes.
+Added: Deferred tax assets and liabilities are recognized for
+Added: future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
+Added: liabilities and their perspective tax bases.
+Added: Deferred tax assets and liabilities are measured using enacted tax rates expected to
+Added: apply to taxable income in the years in which the temporary differences are expected to be recovered or settled.
+Added: The effect on
+Added: deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
+Added: Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.
+Added: Company has adopted the provisions of ASC 740, Income Taxes, since its inception on April 11, 2018.
and Contingencies
9 unchanged sentences
issued accounting pronouncements
−Removed: December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) –
−Removed: Simplifying the Accounting for Income Taxes.
−Removed: is intended to simplify the current rules regarding the accounting for income taxes and addresses several technical topics including
−Removed: accounting for franchise taxes, allocating income taxes between a loss in continuing operations and in other categories such as discontinued
−Removed: operations, reporting income taxes for legal entities that are not subject to income taxes, and interim accounting for enacted changes
−Removed: The new standard is effective for fiscal years beginning after December 15, 2020;
−Removed: however, early adoption is permitted.
−Removed: The Company does not expect the adoption of this standard have a material impact on the consolidated and combined financial statements.
−Removed: August 2018, the FASB Accounting Standards Board issued ASU No.
−Removed: 2018-13, “Fair Value Measurement (Topic 820):
−Removed: Disclosure Framework
−Removed: Changes to the Disclosure Requirements for Fair Value Measurement”
−Removed: (“ASU 2018-13”).
−Removed: ASU 2018-13 modifies the disclosure
−Removed: requirements on fair value measurements.
−Removed: ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019,
−Removed: with early adoption permitted for any removed or modified disclosures.
−Removed: The removed and modified disclosures will be adopted on a retrospective
−Removed: basis and the new disclosures will be adopted on a prospective basis.
−Removed: The Company does not expect this guidance will have a material
−Removed: impact on its consolidated and combined financial statements.
−Removed: June 2016, the FASB issued ASU No.
−Removed: 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses
−Removed: on Financial Instruments (“ASU 2016-13”).
−Removed: ASU 2016-13 changes the impairment model for most financial assets and
−Removed: certain other instruments.
−Removed: The standard will replace the “incurred loss”
−Removed: approach with an “expected loss”
−Removed: for instruments measured at amortized cost.
−Removed: For available-for-sale debt securities, entities will be required to record allowances rather
−Removed: than reduce the carrying amount, as they do today under the other-than-temporary impairment model.
−Removed: The amendments in ASU 2016-13
−Removed: are effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e.,
−Removed: January 1, 2020, for calendar year entities).
−Removed: For public companies that are not SEC filers, the ASU is effective for fiscal years beginning
−Removed: after December 15, 2020, and interim periods within those fiscal years.
−Removed: For all other organizations, the ASU on credit losses will take
−Removed: effect for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.
−Removed: The Company is in the
−Removed: process of evaluating the impact of adoption of this guidance on its consolidated and combined financial statements.
−Removed: Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
−Removed: effect on the consolidated and combined financial position, statements of operations and cash flows.
−Removed: Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated
−Removed: combined financial statements are available to be issued.
−Removed: Material subsequent events that required recognition or additional disclosure
−Removed: in the consolidated and combined financial statements are presented.
+Added: Company does not believe that recently issued accounting standards will have a material effect on its financial statements.
+Added: The Company evaluated
+Added: subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements are available
+Added: to be issued.
+Added: There are no material subsequent events that required recognition or additional disclosure.
accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation
2 unchanged sentences
and achieve profitable operations.
−Removed: This factor raises substantial doubt about the Company’s ability to continue as a going concern.
−Removed: Company’s management intends to continue funding current expenditures and to raise additional funds.
−Removed: However, there can be no assurance
−Removed: that management will be successful in this endeavor.
+Added: This factor raises substantial doubt about the Company’s ability to continue as a going concern.
+Added: The Company’s
+Added: management intends to continue funding current expenditures and to raise additional funds.
+Added: However, there can be no assurance that management
+Added: will be successful in this endeavor.
Loss Per Share
−Removed: following table sets forth the computation of basic and diluted loss per share for the years presented:
+Added: The following table
+Added: sets forth the computation of basic and diluted loss per share for the years presented:
+Added: per share calculation
Years ended September 30,
1 unchanged sentence
Net loss per share
−Removed: 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.
−Removed: The number of post-split shares held by each shareholder will be rounded up to the nearest digit, with a minimum of 1 share.
−Removed: our transfer agent will determine the exact number of shares outstanding post-split.
−Removed: The computation of basic and diluted Loss per Share
−Removed: was retroactively adjusted for all periods presented.
−Removed: August 1, 2020, the newly elected sole director and officer purchased 800,000 post-split common shares for $100 payable upon the effectiveness
+Added: March 10, 2021, the Company implemented a 10,000 to 1 reverse split of its issued and outstanding shares of common stock.
+Added: The number of
+Added: post-split shares held by each shareholder will be rounded up to the nearest digit, with a minimum of 1 share.
+Added: Accordingly, our transfer
+Added: agent will determine the exact number of shares outstanding post-split.
+Added: The computation of basic and diluted Loss per Share was retroactively
+Added: adjusted for all periods presented.
+Added: 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.
1 unchanged sentence
outstanding in fiscal 2020.
−Removed: total number of authorized shares of capital stock, as amended, is currently 300,000,000, consisting of 250,000,000 common shares, no
−Removed: par value, and 50,000,000 shares of preferred stock.
−Removed: The number of post-split common shares outstanding is 884,000, of which 838,100
−Removed: are owned by our sole director and officer.
−Removed: Of the 50,000,000 shares of preferred stock, 1,000,000 shares are designated Class A, $1.00
−Removed: par value per share, with each share having voting rights equal to 100 common shares.
−Removed: In addition, 1,000,000 shares are designated Class
−Removed: B, $1.00 par value per share, with each share convertible into 10 common shares.
−Removed: The remaining 48,000,000 preferred shares authorized
−Removed: are undesignated.
+Added: number of authorized shares of capital stock, as amended, is currently 300,000,000, consisting of 250,000,000 common shares, no par value,
+Added: and 50,000,000 shares of preferred stock.
+Added: The number of post-split common shares outstanding is 888,579, of which 838,100 are owned by
+Added: our sole director and officer.
+Added: Of the 50,000,000 shares of preferred stock, 1,000,000 shares are designated Class A, $1.00 par value
+Added: per share, with each share having voting rights equal to 100 common shares.
+Added: In addition, 1,000,000 shares are designated Class B, $1.00
+Added: par value per share, with each share convertible into 10 common shares.
+Added: The remaining 48,000,000 preferred shares authorized are undesignated.
None of the preferred shares are issued and outstanding.
−Removed: 5 - Subsequent events
−Removed: Reverse Split
−Removed: Company’s common shares were reverse split 10,000 to 1 effective March 10, 2021 (See Note 4).
+Added: to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
+Added: registrant has duly caused this report to be signed on its behalf by the undersigned,
+Added: thereunto duly authorized.
+Added: CONECTISYS CORPORATION
+Added: /s/ Danilo Cacciamatta
+Added: Danilo Cacciamatta
+Added: Executive Officer
+Added: Principal Accounting Officer
+Added: November 10, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.