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Item 9A. Controls and Procedures

2022-12-27 compared with 2021-11-10 · 151 added, 148 removed, 204 unchanged (59% of the section changed)

1 unchanged sentence

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 annual report on Form 10-K.

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, 2021.

Such weaknesses and deficiencies are principally caused by our lack

of employees and financial resources.

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 annual report on Form 10-K.

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, 2022.

Such weaknesses and deficiencies

are principally caused by our lack of employees and financial resources.

OTHER INFORMATION

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Danilo Cacciamatta

Director, President, Chief Executive Officer and Chief Financial Officer

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.

In June 2020, he was elected to the Board of Directors of West Texas Resources, and in May, 2021,

he was elected to the Board of Directors of iPower Inc.

(Nasdaq:IPW).

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.

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.

Director, Chief Executive Officer and Chief Financial Officer

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.

In June 2020, he was elected to the Board of Directors of West Texas Resources.

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

Cacciamatta graduated from Pomona College with a B.A in economics and the University of California at Riverside with an

The Board has determined that he qualifies as an “audit committee financial expert”.

OF INTEREST – GENERAL

sole director and officer is, or may become, in his individual capacity, 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

His CPA license

from the state of California is currently inactive.

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 capacity, 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.

OF INTEREST – CORPORATE OPPORTUNITIES

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OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth as of November 7, 2021 the number and percentage of the outstanding shares of Common Stock,

which, according to the information available to us, were beneficially owned by:

The following

table sets forth, as of December 22, 2022, the number and percentage of the outstanding shares of Common Stock, which, according to the

information available to us, were beneficially owned by:

who is currently a director,

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BALANCE SHEETS

September 30,

Current assets

Cash and cash

Total current

Cash and cash equivalents

Total current assets

Property and equipment, net

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Accrued expenses

Advances from

former officer

Total current

Advances from former officer

Total current liabilities

Total liabilities

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Stockholders’ deficit

Preferred stock

- Class A, $1.00 par value;

Preferred stock - Class A, $1.00 par value;

1,000,000 shares authorized, none issued and outstanding

preferred stock - Class B, $1.00 par value;

1,000,000 shares authorized, none issued and

stock - undesignated;

Convertible preferred stock - Class B, $1.00 par value;

1,000,000 shares authorized, none issued and outstanding

- no par value;

250,000,000 shares authorized 888,579 and 888,579 shares issued and outstanding, respectively*

Subscription receivable

Preferred stock - undesignated;

48,000,000 shares authorized, none issued and outstanding

Common stock - no par value;

250,000,000 shares authorized, 888,579 shares issued and outstanding*

(Accumulated deficit)

(32,287,380 )

(32,277,981 )

other comprehensive income (loss)

Total liabilities

Accumulated other comprehensive income (loss)

Total deficit

Total liabilities and deficit

*On March 10, 2021, the Company

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$ (32,277,981 )

Shares subscribed

Balance, September 30, 2022

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STATEMENTS OF CASH FLOWS

the Years Ended September 30,

For the Years Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

to reconcile net (loss) to cash (used in) operating activities:

Adjustments to reconcile net (loss) to cash (used in) operating activities:

Change in operating assets and liabilities

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CHANGES IN CASH

CASH AND CASH EQUIVALENT, beginning

CASH AND CASH EQUIVALENT, end

CASH AND CASH EQUIVALENT, beginning of year

CASH AND CASH EQUIVALENT, end of year

SUPPLEMENTAL CASH FLOW INFORMATION:

for income tax

Cash paid for income tax

Cash paid for interest

notes to unaudited financial statements.

to Unaudited Financial Statements

Note 1 - Nature

of business and organization

Notes to Unaudited

Financial Statements

1 – Nature of business and organization

ConectiSys Corporation

4 unchanged sentences

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.

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;

3 unchanged sentences

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.

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.

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.

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.

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 &

Conectisys was removed from trading on the OTC and began trading on the Pink Sheets.

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

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

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.

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.

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.

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

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.

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.

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.

None of these obligations were paid and became null

and void after the six-year statute of limitations.

Accounts payable

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– Basis of Presentation and Summary of significant accounting policies

Basis of presentation

accompanying financial statements have been prepared in accordance with the generally accepted accounting principles in the United States

of America (“U.S.

The accompanying

financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America

GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The Company’s fiscal year ends on September 30.

cash equivalents

Cash and cash

Cash and cash equivalents

consist of amounts of cash on hand and bank deposits.

equivalents consist of amounts of cash on hand and bank deposits.

Use of estimates

and assumptions

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.

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.

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.

Company has adopted the provisions of ASC 740, Income Taxes, since its inception on April 11, 2018.

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

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.

has adopted the provisions of ASC 740, Income Taxes.

and Contingencies

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.

Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter.

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.

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 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.

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.

issued accounting pronouncements

Company does not believe that recently issued accounting standards will have a material effect on its financial statements.

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements are available

to be issued.

does not believe that recently issued accounting standards will have a material effect on its financial statements.

evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements

are available to be issued.

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

of the Company as a going concern.

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

6 unchanged sentences

– Loss Per Share

The following table

sets forth the computation of basic and diluted loss per share for the years presented:

per share calculation

The following

table sets forth the computation of basic and diluted loss per share for the years presented:

Computation of basic and diluted loss per share

Years ended September 30,

1 unchanged sentence

Net loss per share

March 10, 2021, the Company implemented a 10,000 to 1 reverse split of its 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.

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.

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 888,579, 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.

*Effective March

10, 2021, the Company implemented a 10,000 to 1 reverse split of its 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.

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 888,579, 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.

of the preferred shares are issued and outstanding.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the

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Principal Accounting Officer

November 10, 2021

December 27, 2022

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.

What changed 10-K

Item 9A. Controls and Procedures