CONECTISYS CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this 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, 2022. Such weaknesses and deficiencies are principally caused by our lack of employees and financial resources. ITEM 9B. OTHER INFORMATION None. 10 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers The following table sets forth the name, age, and position with us for our sole director and officer as of September 30, 2022: Name Age Position Since Danilo Cacciamatta 77 Director, Chief Executive Officer and Chief Financial Officer August, 2020 Danilo Cacciamatta has served as our sole director and officer since August 1, 2020. He was elected to the Board of Directors of California First National Bancorp in June 2001. In June 2020, he was elected to the Board of Directors of West Texas Resources. Inc. Mr. Cacciamatta was the CEO of Cacciamatta Accountancy Corporation, a PCAOB registered independent public accounting firm specializing in audits of SEC reporting companies, from 1989 to 2010. From 1972 to 1988, Mr. Cacciamatta was with KPMG Peat Marwick, first as a management consultant in Milan, Italy, and later in the audit group of the Orange County office in California. He was elected to partnership in 1980. His CPA license from the state of California is currently inactive. Mr. Cacciamatta graduated from Pomona College with a B.A in economics and the University of California at Riverside with an M.B.A. CONFLICTS OF INTEREST – GENERAL Our sole director and officer is, or may become, in his individual 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. CONFLICTS OF INTEREST – CORPORATE OPPORTUNITIES There are no requirements in our Articles of Incorporation or Bylaws which requires officers and directors of the Company to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person. COMMITTEES OF THE BOARD OF DIRECTORS The members of our Board are elected for one-year terms, to hold office until the next general meeting of stockholders, or until removed from office in accordance with our bylaws. Our Board does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by the Board as a whole. Code of Ethics To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations. 11 ITEM 11. EXECUTIVE COMPENSATION Mr. Danilo Cacciamatta was our sole director and officer for fiscal years 2021 and 2022. He served on an interim basis until August 1, 2020, on which date he was formally elected to these positions. Executive compensation during the two fiscal years ended September 30, 2022, was as follows: NAME AND PRINCIPAL POSITION SALARY BONUS STOCK AWARDS OPTIONS AWARDS ($) NONQUALIFIED DEFERRED COMPENSATION ($) ALL OTHER COMPENSATION TOTAL Danilo Cacciamatta, Director, President, Chief Executive Officer, Chief Financial Officer – – – – – – – ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 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: (i) each person who is currently a director, (ii) each executive officer, (iii) all current directors and executive officers as a group, and (iv) each person who is known by us to own beneficially more than 5% of our outstanding Common Stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable. Name and Address of Beneficial Owner Number of Common Shares Percent of Class Danilo Cacciamatta, sole officer, and director (1) 838,310 94.34% All executive officers, beneficial owners, and directors as a group 838,310 94.34% (1) c/o 14308 S. Goss Rd, Cheney, WA 9904 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Mr. Cacciamatta, our sole director and officer, provides office space at no cost to the Company. There are no other related party transactions. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Not applicable. We are an inactive registrant. 12 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) Financial statements Our unaudited financial statements are included herein commencing on page F-1 following. (b) Financial statement schedules Schedules are not required. (c) Exhibits The exhibits to this annual report are listed below. Exhibit Number Description 31.1 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 31.2 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 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 101.INS 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)** 101.SCH Inline XBRL Taxonomy Extension Schema Document** 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document** 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document ** 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document ** 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document** 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).** ITEM 16. FORM 10-K SUMMARY None. 13 CONECTISYS CORPORATION INDEX TO UNAUDITED FINANCIAL STATEMENTS Page Balance Sheets as of September 30, 2022 and 2021 F-2 Statements of Operations for the years ended September 30, 2022 and 2021 F-3 Statements of Changes in Shareholders' (Deficit) for the years ended September 30, 2022 and 2021 F-4 Statements of Cash Flows for the years ended September 30, 2022 and 2021 F-5 Notes to Unaudited Financial Statements F-6 F- 1 CONECTISYS CORPORATION UNAUDITED BALANCE SHEETS September 30, 2022 September 30, 2021 ASSETS Current assets Cash and cash equivalents $ – $ – Total current assets – – Property and equipment, net – – Total assets $ – $ – LIABILITIES AND DEFICIT Current liabilities Accrued expenses $ 12,806 $ 10,656 Advances from former officer 28,133 20,884 Total current liabilities 40,939 31,540 Total liabilities 40,939 31,540 Commitments and contingencies – – Stockholders’ deficit Preferred stock - Class A, $1.00 par value; 1,000,000 shares authorized, none issued and outstanding – – Convertible preferred stock - Class B, $1.00 par value; 1,000,000 shares authorized, none issued and outstanding – – Preferred stock - undesignated; 48,000,000 shares authorized, none issued and outstanding – – Common stock - no par value; 250,000,000 shares authorized, 888,579 shares issued and outstanding* 32,246,441 32,246,441 (Accumulated deficit) (32,287,380 ) (32,277,981 ) Accumulated other comprehensive income (loss) – – Total deficit (40,939 ) (31,540 ) Total liabilities and deficit $ – $ – *On March 10, 2021, the Company implemented a 10,000 for 1 reverse split of its issued and outstanding shares of common stock. Except for shares authorized, all references to number of shares and per share information have been retroactively adjusted to reflect such split. S ee notes to unaudited financial statements. F- 2 CONECTISYS CORPORATION UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) For the Years Ended September 30, 2022 2021 REVENUE $ – $ – COST OF REVENUE – – GROSS PROFIT – – OPERATING EXPENSES General and administrative 9,399 4,274 Total operating expenses 9,399 4,274 (LOSS) FROM OPERATIONS (9,399 ) (4,274 ) (LOSS) BEFORE INCOME TAXES (9,399 ) (4,274 ) PROVISION FOR INCOME TAXES – – NET (LOSS) (9,399 ) (4,274 ) OTHER COMPREHENSIVE INCOME (LOSS) – – COMPREHENSIVE INCOME (LOSS) $ (9,399 ) $ (4,274 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES* Basic and diluted $ 888,579 $ 888,579 (LOSS) PER SHARE* Basic and diluted $ (0.01 ) $ (0.00 ) *On March 10, 2021, the Company implemented a 10,000 for 1 reverse split of its issued and outstanding shares of common stock. Except for shares authorized, all references to number of shares and per share information have been retroactively adjusted to reflect such split. S ee notes to unaudited financial statements. F- 3 CONECTISYS CORPORATION UNAUDITED STATEMENTS OF CHANGES IN DEFICIT Common Stock* Subscription Accumulated Shares Amount Receivable Deficit Total Balance, September 30, 2020 888,579 $ 32,246,441 $ (100 ) $ (32,273,707 ) $ (27,366 ) Shares subscribed – – 100 – 100 Net loss – – – (4,274 ) (4,274 ) Balance, September 30, 2021 888,579 $ 32,246,441 $ – $ (32,277,981 ) $ (31,540 ) Net loss – – – (9,399 ) (9,399 ) Balance, September 30, 2022 888,579 $ 32,246,441 $ – $ (32,287,380 ) $ (40,939 ) *On March 10, 2021, the Company implemented a 10,000 for 1 reverse split of its issued and outstanding shares of common stock. Except for shares authorized, all references to number of shares and per share information have been retroactively adjusted to reflect such split. See notes to unaudited financial statements. F- 4 CONECTISYS CORPORATION UNAUDITED STATEMENTS OF CASH FLOWS For the Years Ended September 30, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $ (9,399 ) $ (4,274 ) Adjustments to reconcile net (loss) to cash (used in) operating activities: Change in operating assets and liabilities Accrued expenses 2,150 735 Advances from former officer 7,249 3,439 Net cash used in operating activities – (100 ) CASH FLOWS FROM INVESTING ACTIVITIES – 100 CASH FLOWS FROM FINANCING ACTIVITIES – – CHANGES IN CASH – – CASH AND CASH EQUIVALENT, beginning of year – – CASH AND CASH EQUIVALENT, end of year $ – $ – SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income tax $ – $ – Cash paid for interest $ – $ – See notes to unaudited financial statements. F- 5 Conectisys Corporation Notes to Unaudited Financial Statements September 30, 2022 Note 1 – Nature of business and organization ConectiSys Corporation (the “Company”) was incorporated in Colorado on February 2, 1986 under the name Coastal Financial Corp. On December 5, 1994, Coastal Financial Corp. changed its name to BDR Industries, Inc. which changed its name on October 16, 1995, to ConectiSys Corporation. The Company was engaged in the development of a low-cost automatic meter reading, or AMR, solution until it ceased all business activity in 2008. Conectisys was an SEC reporting company until 2008. Its last Form 10-K, for the fiscal year 2007, was filed on Jan 4, 2008; its last Form 10-Q, for the three and nine months ended June 30, 2008, was filed on Sep. 15, 2008. As of June 30, 2008, Conectisys had notes payable aggregating $6,633,312. Of this total, several five-year notes aggregating $3,082,655 were payable to NIR & Affiliates. NIR was a mutual fund run by Corey Ribotsky. NIR provided Conectisys with significant funding from 2002 through 2008 in the form of convertible notes with stock conversion at a significant discount to the market (up to 80% at times) commonly known as a “pipe”. In March 2008 NIR provided the last of its funding to Conectisys. In the 3rd quarter of 2008 Conectisys was in default on its obligations to NIR by (1) failure to pay interest and (2) failure to maintain an active SB-2 filing for issuance of the convertible shares. In 2009, Conectisys failed to timely file its 2008 10-K Report. Conectisys was removed from trading on the OTC and began trading on the Pink Sheets. The balance of the convertible notes, aggregating $ 3.550,657, were payable to AJW, New Millennium Capital Partners and Laurus Master Fund. All the notes were due at various times from 2002 to 2008. There were no repayments and, after the six-year statute of limitations, all the notes and the related accrued interest, $498,132 as of June 30, 2008, became null and void at various times through April 2017. Conectisys was a victim of predatory lending by Corey Ribotsky and his NIR Group, as evidenced by a civil complaint filed by the U.S, Securities & Exchange Commission (“SEC”) against Mr. Ribotsky, NIR and others on September 28, 2011 in Federal Court in the Eastern District of New York. To settle the SEC's related administrative proceedings, Ribotsky consented to be barred from any future association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. The statute of limitations to sue in contract matters or debt collection is 6 years in the State of New York which was the agreed upon jurisdiction by both Conectisys and NIR. Further, NIR and all its affiliates ceased to operate as a result of the SEC enforcement actions. As of April 2017, all obligations, notes, debt, warrants, and options are past their due dates and barred from any collection efforts since the time frame allowed by the statute of limitations for a legal action has expired. From November 2002 to March 2008, Conectisys issued an aggregate of 67,620,000 five-year and seven-year Common Stock warrants to accredited investors in connection with several convertible debenture financing arrangements. All such warrants and all stock options expired unexercised. F- 6 All assets as of June 30, 2008, $172,581, were fully amortized or realized by the end of fiscal 2008. As of June 30, 2008, the Company had $2,418,148 in accrued compensation and $40,174 due to officers. None of these obligations were paid and became null and void after the six-year statute of limitations. Accounts payable and other current liabilities were either partially paid or became null and void after the six-year statute of limitations. From its inception in 1990 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”). Cash and cash equivalents Cash and cash equivalents consist of amounts of cash on hand and bank deposits. Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Income taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company has adopted the provisions of ASC 740, Income Taxes. F- 7 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 occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter. Earnings per share Basic earnings per share are computed by dividing net income attributable to holders of Common Stock by the weighted average number of Common Stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities to issue Common Stock were exercised. Recently issued accounting pronouncements The Company does not believe that recently issued accounting standards will have a material effect on its financial statements. Subsequent events 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. There are no material subsequent events that required recognition or additional disclosure. Going concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. Additional capital infusion is necessary in order to fund current expenditures, acquire business opportunities and achieve profitable operations. This factor raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s management intends to continue funding current expenditures and to raise additional funds. However, there can be no assurance that management will be successful in this endeavor. Note 3 – Loss Per Share The following table sets forth the computation of basic and diluted loss per share for the years presented: Computation of basic and diluted loss per share Years ended September 30, 2022 2021 Numerator: Net loss $ (9,399 ) $ (4,274 ) Denominator: Weighted average shares outstanding * 888,579 888,579 Net loss per share $ (0.01 ) $ (0.00 ) *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. F- 8 Note 4 – Equity The total number of authorized shares of capital stock, as amended, is currently 300,000,000, consisting of 250,000,000 common shares, no par value, and 50,000,000 shares of preferred stock. The number of post-split common shares outstanding is 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. F- 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONECTISYS CORPORATION By: /s/ Danilo Cacciamatta Danilo Cacciamatta Chief Executive Officer Principal Accounting Officer Date: December 27, 2022