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Item 9A. Controls and Procedures

2023-02-16 compared with 2022-12-27 · 121 added, 173 removed, 182 unchanged (62% of the section changed)

6 unchanged sentences

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.

reporting described below, our disclosure controls and procedures were not sufficient as of December 31, 2022.

Such weaknesses and deficiencies

1 unchanged sentence

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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:

The following

table sets forth the name, age, and position with us for our sole director and officer as of September 30, 2022:

Danilo Cacciamatta

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.

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.

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.

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.

Cacciamatta graduated from Pomona College with a B.A in economics and the University

of California at Riverside with an M.B.A.

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.

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

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

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.

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.

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.

OF THE BOARD OF DIRECTORS

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.

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

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.

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.

does not maintain a separate audit, nominating or compensation committee.

Functions customarily performed by such committees are performed

by the Board as a whole.

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.

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.

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.

EXECUTIVE COMPENSATION

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.

compensation during the two fiscal years ended September 30, 2022, was as follows:

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.

compensation during the two fiscal years ended December 31, 2022, was as follows:

NAME AND PRINCIPAL POSITION

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Chief Financial Officer

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

table sets forth, as of January 31, 2023, 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,

each executive

directors and executive officers as a group, and

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.

each person who is currently a director,

each executive officer,

all current directors and executive officers as a group, and

each person who is known by us to own beneficially more than 5% of our outstanding Common Stock.

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

5 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Cacciamatta, our sole director and officer, provides office space at no cost to the Company.

our sole director and officer, provides office space at no cost to the Company.

There are no other related party transactions.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable.

We are an inactive registrant.

1 unchanged sentence

Financial statements

Our unaudited financial statements are included herein commencing on

page F-1 following.

Our unaudited financial statements are included

herein commencing on page F-1 following.

Financial statement schedules

Schedules are not required.

The exhibits to this annual report are

listed below.

The exhibits to this annual report are listed below.

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

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Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).**

________________

** The SEC Financial Reporting Manual Section 1320.2 - Inactive

Registrants states that if Registrant has gross receipts or expenditures not over $100,000;

no securities activity;

and no material

changes, it MAY PROVIDE UNAUDITED FINANCIAL STATEMENTS IN FORM 10-K.

XBRL requires auditor information and for this reason, this

filing does not contain xbrl as it would suspend.

FORM 10-K SUMMARY

TO UNAUDITED FINANCIAL STATEMENTS

Balance Sheets as of September 30, 2022 and 2021

Statements of Operations for the years ended September 30, 2022 and 2021

Statements of Changes in Shareholders' (Deficit) for the years ended September 30, 2022 and 2021

Statements of Cash Flows for the years ended September 30, 2022 and 2021

Balance Sheets as of December 32, 2022 and 2021

Statements of Operations for the years ended December 31, 2022 and 2021

Statements of Changes in Shareholders' (Deficit) for the years ended December 31, 2022 and 2021

Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Unaudited Financial Statements

BALANCE SHEETS

September 30,

Current assets

24 unchanged sentences

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.

notes to unaudited financial statements.

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.

to unaudited financial statements.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

For the Years Ended September 30,

For the Years Ended December 31,

COST OF REVENUE

11 unchanged sentences

Basic and diluted

*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.

notes to unaudited financial statements.

*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.

to unaudited financial statements.

STATEMENTS OF CHANGES IN DEFICIT

Common Stock*

Balance, September 30, 2020

Balance, December 31, 2020

$ (32,276,557 )

Shares subscribed

Balance, September 30, 2021

Balance, December 31, 2021

$ (32,280,543 )

Balance, September 30, 2022

Balance, December 31, 2022

$ (32,289,547 )

*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.

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.

to unaudited financial statements.

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Cash paid for interest

notes to unaudited financial statements.

Notes to Unaudited

Financial Statements

to unaudited financial statements.

to Unaudited Financial Statements

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,

Corporation (the “Company”) was incorporated in Colorado on February 2, 1986, under the name Coastal Financial Corp.

5, 1994, Coastal Financial Corp.

2 unchanged sentences

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 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.

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.

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.

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.

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.

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.

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.

its last Form 10-Q, for

the three and nine months ended June 30, 2008, was filed on Sep.

2 – Basis of Presentation and Summary of significant accounting policies

of presentation

The accompanying

1 unchanged sentence

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

cash equivalents

Cash and cash

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

Use of estimates

and assumptions

changed its fiscal year end from September 30 to December 31 on January 31, 2023.

The change did not result in any material differences

in the Company’s financial statements because the Company has minimal activities and its quarterly operating results are immaterial

and comparable.

and cash equivalents

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

estimates and assumptions

The preparation

19 unchanged sentences

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.

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.

Basic earnings

1 unchanged sentence

during the year.

Diluted earnings per share reflect the potential dilution that could occur if securities to issue Common Stock were exercised.

Diluted earnings per share reflect the potential dilution that could occur if securities to issue Common Stock were issued.

issued accounting pronouncements

3 unchanged sentences

There are no material subsequent events that required recognition or additional disclosure.

Going concern

The accompanying

12 unchanged sentences

Computation of basic and diluted loss per share

Years ended September 30,

Years ended December 31,

Weighted average shares outstanding*

Net loss per share

*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.

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.

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.

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

registrant has duly caused this report to be signed on its behalf by the undersigned,

None of the preferred shares are issued and outstanding.

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.

2 unchanged sentences

Danilo Cacciamatta

Executive Officer

Chief Executive Officer

Principal Accounting Officer

December 27, 2022

February 16, 2023

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