CONECTISYS CORP 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission file number: 33-3560 D 033-03560-D CONECTISYS CORPORATION (Name of registrant as specified in its charter) Colorado 84-1017107 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer identification No.) 14308 S. Goss Road , Cheney , Washington 99004 (Address of principal executive offices (Zip Code) (949) 929-5455 (Registrant’s telephone number, including area code) (Former name or former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered N/A N/A N/A Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒ Emerging Growth Company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ The number of shares outstanding of the registrant’s common stock, par value $0 per share, as of January 31, 2022, was 888,579 . Conectisys Corporation Table of Contents Page PART I - FINANCIAL INFORMATION Item 1 Unaudited Financial Statements 3 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3 Quantitative and Qualitative Disclosures About Market Risk 12 Item 4 Controls and Procedures 12 PART II - OTHER INFORMATION Item 1 Legal Proceedings 13 Item 1A Risk Factors 13 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3 Defaults Upon Senior Securities 13 Item 4 Mine Safety Procedures 14 Item 5 Other Information 14 Item 6 Exhibits 14 2 Part I - Financial Information Item 1. Unaudited Financial Statements CONECTISYS CORPORATION UNAUDITED BALANCE SHEETS December 31, 2021 September 30, 2021 Cash $ – $ – TOTAL ASSETS – – LIABILITIES AND DEFICIT Current liabilities Accrued liabilities 34,102 31,540 Total liabilities $ 34,102 $ 31,540 Commitments and contingencies – – Stockholders' Deficit Preferred stock – – Common stock - no par value; 250,000,000 shares authorized 888,579 shares issued and outstanding $ 32,246,441 $ 32,246,441 (Accumulated deficit) ( 32,280,543 ) ( 32,277,981 ) Deficit ( 34,102 ) ( 31,540 ) TOTAL LIABILITIES AND DEFICIT $ – $ – See notes to the unaudited financial statements. 3 CONECTISYS CORPORATION UNAUDITED STATEMENTS OF OPERATIONS For the Three Months Ended December 31, 2020 2021 REVENUE $ – $ – COST OF REVENUE – – GROSS PROFIT (LOSS) – – GENERAL AND ADMINISTRATIVE EXPENSES 2,850 2,562 NET (LOSS) ( 2,850 ) ( 2,562 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES* Basic and diluted $ 370,241 $ 888,579 (LOSS) PER SHARE Basic and diluted $ ( 0.01 ) $ ( 0.00 ) * 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. 4 CONECTISYS CORPORATION UNAUDITED STATEMENT OF CHANGES IN DEFICIT Common Stock Accumulated Shares Amount deficit Total Balance, September 30, 2021 888,579 $ 32,246,441 $ ( 32,277,981 ) $ ( 31,540 ) Net loss – – ( 2,562 ) ( 2,562 ) Balance, December 31, 2021 888,579 $ 32,246,441 $ ( 32,280,543 ) $ ( 34,102 ) See notes to the unaudited financial statements. 5 CONECTISYS CORPORATION UNAUDITED STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2020 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $ ( 2,850 ) $ ( 2,562 ) Adjustments to reconcile net (loss) to cash (used in) operating activities: Change in operating assets and liabilities Accrued liabilities 2,850 2,562 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 period – – CASH AND CASH EQUIVALENT, end of period $ – $ – SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income tax $ – $ – Cash paid for interest $ – $ – See notes to the unaudited financial statements 6 Conectisys Corporation Notes to Unaudited Financial Statements December 31, 2021 Note 1 - Nature of business and organization ConectiSys Corporation (“Conectisys” or 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 Septmber 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. 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. 7 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 ends on September 30. 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. 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. Loss per share Basic loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Recently issued accounting pronouncements The Company does not believe that recently issued accounting standards have a material effect on its financial position, statements of operations and cash flows. 8 Subsequent event The Company evaluated subsequent events and transactions after December 31, 2021 through the date that these unaudited financial statements are available to be issued. There are no material subsequent events that required recognition or additional disclosure in the financial statements. 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. 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Our Company Conectisys Corporation, a Colorado corporation (“Conectisys”, the “Company, “we”, us” or “our”) is a shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our Common Stock. No potential merger candidate has been identified at this time. We do not propose to restrict our search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. We have unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. The selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our management's best business judgment. Our activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of a lack of resources and our inability to provide a prospective business opportunity with significant capital. Our History 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. We filed our last Form 10-K for the year ended September 30, 2007, on January 14, 2008. We filed our last Form 10-Q for the nine months ended June 30, 2021, on July 30, 2021. Since August 1, 2020, Mr. Danilo Cacciamatta has been the sole director and only officer of the Company. Revenue We have had no revenues from fiscal year 2008 through the date of this filing. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. Except as required by law, we undertake no duty to update any forward-looking statement after the date of this report, either to conform any statement to reflect actual results or to reflect the occurrence of unanticipated events. General Business Plan Our business plan to seek a merger has many uncertainties which pose risks to investors. 10 We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. All of these activities have risk to investors including dilution and management. We expect that the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering. The analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors. Acquisition Interest In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable state. It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop. While the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction on will find it desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free” reorganization under Sections 368(a) (1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in significant dilution in the equity of our stockholders. 11 Intellectual Property We own no intellectual property. Employees We presently have no full time executive, operational, or clerical staff. Mr. Cacciamatta has been the sole director and sole officer of the Company since August 1, 2020. Plan of Operations The costs of investigating and analyzing business combinations and administering the Company’s business for the next 12 months are estimated to be as follows: (i) filing of Exchange Act reports, (approximately $5,000); (ii) costs relating to consummating an acquisition (approximately $5,000); and (iii) general and administrative expenses (approximately $5,000). To the extent that the Company's capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will provide any portion of the Company's future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. Significant accounting policies Our significant accounting policies are disclosed in Note 2 of our Unaudited Financial Statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk This Item does not apply to smaller reporting companies. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, conducted an evaluation 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, our disclosure controls and procedures are not sufficient as of December 31, 2021. All such weaknesses and deficiencies are principally due to our lack of employees and financial resources. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings Neither we nor any of our officers, directors, or holders of five percent or more of our Common Stock is a party to any pending legal proceedings and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent or more of our Common Stock have been threatened or is pending against us. Item 1A. Risk Factors This Item does not apply to smaller reporting companies. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On August 1, 2020, our sole director and officer agreed to purchase 800,000 post-split common shares for $100 cash payable upon the effectiveness of the 10,000 for 1 reverse 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 therefor, 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. As of January 31, 2022, there are 888,579 shares of our common stock 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 3. Defaults upon Senior Securities None. 13 Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. Item 6. Exhibits Exhibit Number Description 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 14 SIGNATURES Pursuant to the requirements 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. Date: February 3, 2022 Conectisys Corporation /s/ Danilo Cacciamatta (Registrant) Danilo Cacciamatta (Chief Executive Officer) 15