CONC 10-Q
Conectisys Corp (CONC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
OR
For the transition period from ____________ to ______________
Commission file number: 33-3560 D
(Name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer identification No.) |
| (Address of principal executive offices | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name or former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated Filer ☐ | Accelerated Filer ☐ |
| Smaller reporting company | |
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
As of May 16, 2022 there are shares of common stock issued and outstanding.
Conectisys Corporation
Table of Contents
| Page | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1 | Unaudited Financial Statements | 3 |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4 | Controls and Procedures | 11 |
| PART II - OTHER INFORMATION | ||
| Item 1 | Legal Proceedings | 12 |
| Item 1A | Risk Factors | 12 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3 | Defaults Upon Senior Securities | 12 |
| Item 4 | Mine Safety Procedures | 13 |
| Item 5 | Other Information | 13 |
| Item 6 | Exhibits | 13 |
| Signatures | ||
| 2 |
Part I - Financial Information
Item 1. Unaudited Financial Statements
CONECTISYS CORPORATION
UNAUDITED BALANCE SHEETS
March 31, 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 | $ | $ | ||||||
| Advances from former officer | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | |||||||
| Commitments and contingencies | ||||||||
| Stockholders' Deficit | ||||||||
| Preferred stock | ||||||||
| Common stock - par value; shares authorized shares issued and outstanding | $ | $ | ||||||
| (Accumulated deficit) | ( | ) | ( | ) | ||||
| Total deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND DEFICIT | $ | $ | ||||||
See notes to the unaudited financial statements.
| 3 |
CONECTISYS CORPORATION
UNAUDITED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, |
For the Six Months Ended March 31, | |||||||||||||||
| 2021 | 2022 | 2022 | 2021 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ||||||||||||||||
| GROSS PROFIT (LOSS) | ||||||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||||||
| NET (LOSS) | ( |
) | ( |
) | ( | ) | ( | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES* | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| (LOSS) PER SHARE | ||||||||||||||||
| Basic | $ | ( |
) | $ | ( |
) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( |
) | $ | ( |
) | $ | ( | ) | $ | ( | ) | ||||
* On March 10, 2021, the Company implemented a 10,000 to 1 reverse split of the issued and outstanding shares of its common stock. Except for shares authorized, all references to number of shares and per share information in these unaudited financial statements have been retroactively adjusted to reflect such split.
See notes to the unaudited financial statements.
| 4 |
CONECTISYS CORPORATION
UNAUDITED STATEMENT OF CHANGES IN DEFICIT
| Common Stock | Accumulated | |||||||||||||||
| Shares | Amount | Deficit | Total | |||||||||||||
| Balance, September 30, 2021 | $ | $ | ( | ) | $ | ( | ) | |||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||
| Balance, March 31, 2022 | $ | $ | ( | ) | $ | ( | ) | |||||||||
See notes to the unaudited financial statements.
| 5 |
CONECTISYS CORPORATION
UNAUDITED STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net (loss) to cash (used in) operating activities: | ||||||||
| Change in operating assets and liabilities | ||||||||
| Accrued expenses | ||||||||
| Advances from former officer | ||||||||
| Net cash used in operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| CHANGES IN CASH | ||||||||
| CASH AND CASH EQUIVALENT, beginning of period | ||||||||
| CASH AND CASH EQUIVALENT, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
See notes to the unaudited financial statements
| 6 |
Conectisys Corporation
Notes to Unaudited Financial Statements
March 31, 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 $
Of this total, several five-year notes aggregating $
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 $
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, $
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 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, $
| 7 |
As of June 30, 2008, the Company had $
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 1986 through June 30, 2008, Conectisys had aggregate
revenues of approximately $
Operations: None
Customers: None
Employees: None
Note 2 Basis of Presentation and Summary of significant accounting policies
Basis of presentation
The accompanying unaudited 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.
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 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 loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period.
Recently issued accounting pronouncements
The Company does not believe that the implementation of recently issued accounting standards have a material effect on its financial position, statements of operations and cash flows.
| 8 |
Subsequent event
The Company evaluated subsequent events and transactions after December 31, 2022 through the date that these unaudited financial statements are available to be issued. There are no material subsequent events that required recognition or additional disclosure in the financial statements.
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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Our Company
Conectisys 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 for growth in return for shares of our Common Stock.
No potential merger candidate has been identified at this time.
Our History
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.
We filed our last Form 10-K for the year ended September 30, 2007, on January 14, 2008.
We filed our last Form 10-Q for the nine months ended June 30, 2021, on July 30, 2021.
Since August 1, 2020, Mr. Danilo Cacciamatta has been the sole director and only officer of the Company.
Revenue
We have had no revenues from fiscal year 2008 through the date of this filing.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Except as required by law, we undertake no duty to update any forward-looking statement after the date of this report, either to conform any statement to reflect actual results or to reflect the occurrence of unanticipated
events.
General Business Plan
Our business plan to seek a merger has many uncertainties which pose risks to investors.
We 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”). 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.
| 10 |
Intellectual Property
We own no intellectual property.
Employees
We presently have no full time executive, operational, or clerical staff. Mr. Cacciamatta has been the sole director and sole officer of the Company since August 1, 2020.
Factors Affecting Future Performance
Rather than an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our Common Stock to create value for our shareholders.
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.
Plan of Operations
We are currently investigating to identify and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
To the extent that the Company's capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will provide any portion of the Company's future financing requirements.
No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company. These factors raise substantial doubt about the ability of the Company to continue as a going concern.
Off-Balance Sheet Arrangements
Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. We have no off-balance sheet arrangements.
Critical accounting policies
Our significant accounting policies are disclosed in Note 2 of our Unaudited Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
This Item does not apply to smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, conducted an evaluation 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 registration statement on Form 10. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting, our disclosure controls and procedures are not sufficient as of December 31, 2021. All such weaknesses and deficiencies are principally due to our lack of employees and financial resources.
| 11 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Neither we nor any of our officers, directors, or holders of five percent or more of our Common Stock is a party to any pending legal proceedings and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent or more of our Common Stock have been threatened or is pending against us.
Item 1A. Risk Factors
This Item does not apply to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 1, 2020, our sole director and officer agreed to purchase 800,000 post-split common shares for $100 cash payable upon the effectiveness of the 10,000 for 1 reverse split which occurred on March 10, 2021.
Description of Common Stock
We are authorized to issue 250,000,000 shares of our Common Stock, no par value (the "Common Stock"). Each share of the Common Stock is entitled to share equally with each other share of Common Stock in dividends from sources legally available therefor, when, and if, declared by our board of directors and, upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in the assets of the Company that are available for distribution to the holders of the Common Stock. Each holder of Common Stock is entitled to one vote per share for all purposes, except that in the election of directors, each holder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose, and the holders of Common Stock have no preemptive rights, redemption rights or rights of conversion with respect to the Common Stock. Our board of directors is authorized to issue additional shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder action. All shares of Common Stock have equal voting rights, and voting rights are not cumulative.
As of May. 2022, there are 888,579 shares of our common stock issued and outstanding.
Description of Preferred Stock
Of the 50,000,000 authorized shares of preferred stock, 1,000,000 shares have been designated as Class A, 1,000,000 shares as Class B, and the remaining 48,000,000 shares are undesignated.
Each share of Class A preferred is entitled to 100 votes on all matters presented to the Company’s shareholders for action. The Class A does not have any liquidation preference, additional voting rights, anti-dilution rights, or any other preferential rights.
Each share of Class B preferred is convertible into 10 shares of the Company’s Common Stock. The Class B preferred does not have any liquidation preference, voting rights, other conversion rights, anti-dilution rights, or any other preferential rights.
There are no preferred shares issued and outstanding.
Item 3. Defaults upon Senior Securities
None.
| 12 |
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| 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 inline XBRL, and included in exhibit 101). |
| 13 |
SIGNATURES
Pursuant to the requirements 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.
Date: May 16, 2022
| Conectisys Corporation | /s/ Danilo Cacciamatta |
| (Registrant) | Danilo Cacciamatta |
| (Chief Executive Officer) |
| 14 |