What changed in this filing

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Item 1. Business

2024-03-29 compared with 2023-02-16 · 62 added, 12 removed, 145 unchanged (34% of the section changed)

Corporation, a Colorado corporation (“Conectisys”, the “Company”, “we”, “us” or “our”)

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

21 unchanged sentences

On December 5, 1994, Coastal Financial Corp.

its name to BDR Industries, Inc., which changed its name on October 16, 1995, to ConectiSys Corporation.

changed its name to BDR Industries, Inc., which changed its name on October 16, 1995, to ConectiSys Corporation.

was engaged in the development of a low-cost automatic meter reading, or AMR Solution, until it ceased all business activity in 2008.

had no revenues from fiscal year 2008 through the date of this filing.

Business Plan

have had no revenues since 2008.

resumed its SEC filings with Form 10-K for its former fiscal year ended September 30, 2020.

Previously, the Company had filed its last

Form 10-Q for the quarterly period ended June 30, 2008, and Form 15 on December 29, 2014.

We are now current with our voluntary SEC filings

and have adopted the calendar year as our fiscal year.

Extinguishment

when the Company ceased all operations, its balance sheet reported miscellaneous assets of $172,581, accounts payable of $383,404, accrued

compensation of $2,458,322, convertible notes payable aggregating $6,633,312, and related accrued interest of $498,132.

were fully amortized or realized by the end of 2008.

compensation was payable to members of the Company’s Board of Directors.

Pursuant to a December 1, 2008, resolution, the Board approved

the waiver and cancellation of all accrued compensation amounting to $2,458,322.

payable were issued in multiple rounds of financings to NIR Group, AJW, New Millenium Capital Partners and the Laurus Master Fund.

lenders were controlled directly or indirectly by Corey Ribotsky.

The convertible

notes included the issuance of common stock warrants, all of which expired unexercised.

The Securities

and Exchange Commission announced that, on November 14, 2013, a final judgement by consent was entered against Defendant Corey Ribotsky.

In addition, all claims against Defendant NIR Group were dismissed at the SEC’s request because that entity is defunct and has no

The SEC’s

enforcement action determined, inter alia, that the AJW Funds were managed through NIR.

consented to the final judgments, agreed to permanent injunctions prohibiting him from violating various sections of the Securites Act

of 1933 and 1934 as well as the Investment Advisers Act of 1940.

Ribotsky also agreed to pay $12,500,000 in disgorgement, $1,000,000 in

prejudgment interest, and a $1,000,000 civil penalty.

The Financial

Services Division of the Grand Court of the Cayman Islands appointed two voluntary liquidators for the Laurus Master Fund, Ltd in 2009.

Island’s Bankruptcy Court Report of January 2014, identified various AJW and New Millenium Capital Partners funds, together the

“AJW Funds”, that were assigned to Hull/Gemini, liquidation auditors.

The liquidators carried out an extensive review of the

portfolio and determined that the only realistic route to a potential recovery from the AJW Funds might be from a lawsuit

against the former US auditors of the Funds.

was a victim of predatory lending by Corey Ribotsky and his affiliated entities listed above;

all above lending entities ceased to exist

over a decade ago;

collection efforts mandated by U.S.

and Cayman Islands Courts were exhausted approximately a decade ago;

all other obligations were barred from any collection efforts since the time frame allowed by the applicable statutes of limitations for

a legal action expired at various times between 2011 and April 2017.

the Company extinguished all its obligations effective as of the end of fiscal 2017.

The extinguishment resulted in a decrease of its

accumulated deficit of $9,591,024.

As of the end of fiscal 2017, the only items comprising the Company’s balance sheet were Common

Stock of $32,246,341 and an equal amount of Accumulated Deficit.

Danilo Cacciamatta became the controlling shareholder and resumed the Company’s voluntary SEC filings.

One consequence of the resulting

change in control for Federal tax purposes is that the possible future benefit of the Company’s tax loss carryforward of approximately

$26 million became severely limited.

General Business

plan to seek a merger has many uncertainties which pose risks to investors.

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”).

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

68 unchanged sentences

There is no assurance that such a trading market will develop.

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”).

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

9 unchanged sentences

the opportunity.

to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our stockholders

will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition.

9 unchanged sentences

(iv) outline the manner of bearing costs, including costs associated

with the Company’s attorneys and accountants;

(v) set forth remedies on defaults;

26 unchanged sentences

stockholders.

affecting our future performance are listed and explained below under the section “Risk Factors”.

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 1. Business