What changed in this filing

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Item 1. Business

2025-02-21 compared with 2024-03-29 · 101 added, 79 removed, 128 unchanged (58% of the section changed)

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

Conectisys Corporation,

a Colorado corporation (“Conectisys”, the “Company”, “we”, “us”

or “our”)

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merger candidate has been identified at this time.

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.

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

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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

Debt Extinguishment

In 2008, 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.

All assets were

fully amortized or realized by the end of 2008.

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

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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.

All notes payable

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

were controlled directly or indirectly by Corey Ribotsky.

The convertible

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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.

Ribotsky consented

to the final judgments, agreed to permanent injunctions prohibiting him from violating various sections of the Securities 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.

The Cayman 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 Funds’

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;

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.

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

legal action in all relevant jurisdictions expired at various times between 2011 and April 2017.

the guidance in ASC 405-20-40-1, the Company obtained an Order for Default Judgment in its favor and against all creditors named above.

The District Court of Denver, Colorado, decreed the Company to be legally released from all liabilities arising from its Notes payable

because their collections were barred by the New York statute of limitations.

In addition, the Court decreed the Company to be legally

released from all liabilities associated with the accounts payable and accrued liabilities described above since the collection of these

obligations is barred by the California statute of limitations.

The Order was issued and signed by Jon J.

Olafson, District Court Judge.

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

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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.

In 2020, Danilo

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

One consequence of the resulting

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$26 million became severely limited.

General Business

General Business Plan

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

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.

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

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”).

not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually

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.

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we intend to utilize written reports and personal investigation to evaluate the above factors.

not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after

closing of the proposed transaction.

acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing

of the proposed transaction.

In implementing

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

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.

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.

of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent

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.

As part of our

investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent

analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable

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merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.

participate in a business opportunity only after the negotiation and execution of appropriate written business agreements.

terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and

warranties by all of the parties;

We will participate

in a business opportunity only after the negotiation and execution of appropriate written business agreements.

Although the terms of such

agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties

by all of the parties;

(ii) specify certain events of default;

(iii) detail the terms of closing and the conditions which must

be satisfied by each of the parties prior to and after such closing;

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

with the Company’s attorneys and accountants;

(iii) detail the terms of closing and the conditions which must be satisfied

by each of the parties prior to and after such closing;

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

Company’s attorneys and accountants;

(v) set forth remedies on defaults;

and (vi) include miscellaneous other terms.

above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable

period of time after closing of the proposed transaction.

If such audited financial statements are not available at closing, or within

time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided

do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed

transaction will be voidable, at the discretion of our present management.

If such transaction is voided, the definitive closing documents

will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.

we are an insignificant participant among the firms which engage in the acquisition of business opportunities.

As stated above,

we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period

of time after closing of the proposed transaction.

If such audited financial statements are not available at closing, or within time parameters

necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform

to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction

will be voidable, at the discretion of our present management.

If such transaction is voided, the definitive closing documents will also

contain a provision providing for reimbursement for our costs associated with the proposed transaction.

We believe we

are an insignificant participant among the firms which engage in the acquisition of business opportunities.

There are many established

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disadvantage compared to our competitors.

intellectual property.

We own no intellectual

have no full time executive, operational, or clerical staff.

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since August 1, 2020.

Factors Affecting

Future Performance

Factors Affecting Future

an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to merge

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for our shareholders.

there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition

or merger which will enable us to continue as a going concern.

Any acquisition or merger will most likely be dilutive to our existing

stockholders.

Although there

is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition or merger

which will enable us to continue as a going concern.

Any acquisition or merger will most likely be dilutive to our existing 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