<pre>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended March 31, 2001.
[ ] Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 [no fee required]
Commission File Number 33-3560D
CONECTISYS CORP.
(Name of small business issuer in its charter)
Colorado 84-1017107
(state or other jurisdiction (I.R.S. Employer
Incorporation or Organization) Identification No.)
24370 Avenue Tibbitts
Suit 130
Valencia, California 91355
(Address of principal executive offices)
Issuer's telephone number: (661) 295-6763
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(b) of the Exchange Act during the past 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.[X]Yes[ ]No
Common Stock, issued and outstanding as of Auguat 7, 2001: 30,507,601
<page> 1
<b>
PART I
Item 1. Financial Statement
</b>
A financial statement, unaudited and included herein beginning on page F-1
(Exhibit 99.0), is incorporated herein by this reference.
<b>
Item 2. Management's Discussion and Analysis or Plan of Operation
General
</b>
The following is our plan of operation for the following 12 months.
We are in the process of the final development of an Automated Meter Reading
Network called H-Net. We have not begun to generate revenues, and the report of
our independent auditors on our financial statements as of September 30, 2000
and 1999 contains an explanatory paragraph which raises substantial doubt about
our ability to continue as a going concern. This going concern exception to the
auditors' report highlights our need to actively pursue new debt and/or equity
financing in order to continue operations and achieve our goals.
During the next 12 months, we expect to spend an estimated:
$250,000 for the final hardware development and cost reduction of our H-Net
product design;
$500,000 for the initial beta testing and deployment of approximately 1000
units and the operating network to manage them;
An estimated $250,000 to secure the further large scale testing (1000 units
each)in various parts of the country;
Approximately $500,000 to manage, operate, and implement these field tests;
and
An additional $2,000,000 to manufacture and delivery the test units to the
field for testing deployment.
In conjunction with the deployment effort described above, H-Net will construct
its own networks, which will feed into our main Net Operating Center for storage
of the meter reading data from the field. The H-Net network will require
computer servers known as Base stations in each test area.
As we develop our business, we expect to employ a yet undetermined number of
additional people in accordance with our business plan. Additionally, we will be
seeking to be qualified as a Meter Data Management Agent through various
utilities in the State of California, as well as a Meter Service Provider.
We raised $300,000 in connection with the April 12, 2001 Convertible note
described below.
We have other notes payable with balances of $385,937 as of March 31, 2001. The
notes bear interest at rates ranging between 0% to 18%, and are payable on
demand.
We have at times issued shares of our common stock to creditors in lieu of
monies, both principal and interest, owing to such creditors, and as
compensation for expenses incurred.
<page> 2
During April 2001, we issued a Convertible note in the amount of $300,000, and
received gross proceeds of $300,000. The note bears interest at the rate of 8%
and maybe converted into our shares of common stock at a rate of the lower of
80% of the average of the three (3) lowest closing prices of the common stock
during the thirty (30) days immediately preceding the (a) Subscription Date and
(b) conversion date.
If we are required to pay our outstanding notes before we have any additional
funding, we will not have sufficient working capital to fund our operations.
Consequently, we need and hope to raise additional funds in the amount of
$2,000,000 through a combination of additional funding through equity or debt
financings.
There can be no assurance, however, that such funds will be available. If we are
not successful in raising additional funds, we might be forced to delay, scale
back or eliminate certain product and service development programs or cease
operations altogether.
<b>
The April 2001 Convertible Note
</b>
On April 12, 2001, under the terms of a subscription agreement between Laurus
Master Fund, Ltd., and us, we sold an 8% convertible note with a face value of
$300,000. David Grin and Eugene Grin are the principals of Laurus Master Fund.
Its principal offices are located at c/o Onshore Corporate Services Ltd., P.O.
Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman
Islands.
<b>
The Terms Of The Notes Include:
</b>
Maturity date of six (6) months from the date of issuance;
Conversion price of the note in the principal amount of $300,000 is the
lower of:
$.136 or 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days preceding the conversion date;
As of August 3, 2001, the conversion price for the note was $0.128 which
is below the market price of our common stock;
Interest is payable on the notes at an annual rate of 8%; however, if we
do not pay the principal or interest on the notes within 10 days of such
amount becoming due, the interest rate will increase from 8% to 20%;
The note holder has the right to convert the interest due under the note
into shares of our common stock;
If we are unable to issue the shares of common stock within five business
days of when the note is convertible, then we must pay a late fee of $100
per business day after the date when the converted note shares were
required to have been issued, for each $10,000 in principal amount of the
note being converted and, at the note holder's election, we must also pay
to the note holder a sum of money determined by multiplying the principal
of the notes not convertible as a result of such failure by 125%, together
with accrued but unpaid interest on the notes; for example, if we do not
issue shares of common stock, in a timely manner, upon a full conversion
of the $300,000 note, we could be required to pay a penalty of $75,000;
If we do not deliver the shares of common stock to the holder upon a note
holder's conversion of the note, the note holder may purchase such number
of shares in the open market, or otherwise, in order to satisfy a sale by
the note holder; we will then be required to pay to the note holder the
amount in cash by which the note holder's total purchase price of the
shares exceeds the aggregate principal amount of the note, plus interest.
For example, if the note holder purchases shares having a purchase price
of $11,000 to cover shares to be sold with respect to an attempted
conversion of $10,000 of principal and/or interest,
we will be required to pay the note holder $1,000 plus interest;
<page> 3
We may not refuse to honor a conversion of a note holder on the grounds
that the note holder, or its affiliates or associates, violated the law,
unless a court order preventing the conversion has been obtained, and we
have posted a surety bond for the benefit of the note holder in the amount
of 130% of the amount of the note;
We may not pay off a note prior to the maturity date without the consent
of the note holder;
The note has adjustment provisions for standard dilution events including
stock splits, stock dividends and similar transactions;
All principal and interest due on the outstanding April 12, 2001 note
become immediately due and payable on October 12, 2001, or earlier in the
event of a default;
<b>
Events Of Default Include:
</b>
The registration statement, of which this prospectus is a part, is not
declared effective on or before June 12, 2001;
A breach by us of any material covenant or term or condition of the notes;
A breach by us of any material representation or warranty made in the
Subscription Agreement, or in any agreements made in connection therewith;
We make an assignment for the benefit of our creditors, or a receiver or
trustee is appointed for us;
Any form of bankruptcy or insolvency proceeding is instituted by or
against us; and
Our common stock is delisted from, or we do not comply with the conditions
for listing on, a principal market.
<b>
The Warrant
</b>
We issued a Warrant to purchase up to 1,000,000 shares of our common
stock.
The April 12, 2001 Warrant is exercisable at an exercise price equal to
$.19 per share of our common stock.
The Warrant has a term of four years, expiring April 11, 2005.
The Warrant has adjustment provisions for standard dilution events
including stock splits, stock dividends and similar transactions.
<b>
Registration Rights
</b>
Under the terms of the Subscription Agreement, we are required to file a
registration statement registering for resale at least 200% of the shares of our
common stock which would be issuable upon conversion of the note, and such
shares must be reserved and set aside solely for the benefit of the note holder.
<page> 4
<b>
Restriction On Future Financing
</b>
Until the passage of the later of (a) 180 days after the effectiveness of the
registration statement of which this prospectus is a part, or (b) April 12,
2003, we are restricted from issuing any equity, convertible debt or other
securities which are or could be, by conversion or registration, free-trading
securities, except for the following issuances, among others:
Equity or debt issued in connection with us acquiring a business or
assets;
Stock issued in connection with us establishing a joint venture,
a partnership or creating a licensing arrangement; or
Stock or stock options granted to our employees or directors pursuant to a
plan, which has been approved by our shareholders.
<b>
Limitation On The Investors' Ownership Of Our Shares
</b>
We cannot require the selling stockholder to convert the note, in full or in
part, into shares of our common stock, or exercise its Warrant, in full or in
part, if it would result in it owning more than 9.99% of all of our common
stock, as would be outstanding on that purchase date, conversion date or
exercise date, when aggregated with all other shares of common stock then owned
by the selling stockholder beneficially or deemed beneficially owned by such
selling stockholder, including shares of common stock into which such note is
convertible or into which such Warrant is exercisable, as determined in
accordance with Section 16 of the Exchange Act.
However, the selling stockholder may waive the conversion and/or exercise
limitations. Additionally, this restriction does not prevent the selling
stockholder from converting its note in whole or in part, or exercising its
warrant in whole or in part, and selling some of its holdings, and then
converting such note or exercising such warrant into additional shares. In this
manner, the selling stockholder could sell more than 9.99% of our common stock,
while never holding more than this limit.
<b>
Fund Manager's Fees
</b>
On April 12, 2001, at the closing of the sale of the Convertible note, we paid
the following fund manager's fees: $30,000, which is 10% of the aggregate
purchase amount of the note. This fund manager's fee was paid to Laurus Capital
Management, L.L.C., which is the fund manager of the investor. In addition, we
agreed to pay fund manager's fees of 10% of actual cash proceeds from the
exercise of the April 2001 warrant.
Failure to pay the fund manager's fees constitutes an event of default under the
notes. This default would result in all principal and interest due on the
outstanding notes becoming immediately due and payable.
<b>
Reasons For Our Accepting The Financing
</b>
At the time our Board of Directors approved the April 12, 2001 financing, these
were the most attractive terms for viable funding that we could find. We
carefully reviewed several different proposals before accepting funding from
the Investors. The stock market's significant volatility over the preceding
months and lacking any other acceptable sources of funding, our Board accepted
the financing in spite of some of the potentially adverse effects of the
financing.
<b>
Dilution
</b>
As of August 7, 2001, we had issued and outstanding 30,507,601 shares of
common stock and had 50,000,000 shares of common stock reserved for possible
future issuances upon conversion of the note, Sale of Stock pursuant to the
Private Equity Credit Line Agreement, and the warrants issuable with respect to
the note and the Private Equity Credit Line Agreement. In addition, we have
reserved an aggregate of 16,805,469 shares of common stock for issuance
pursuant to warrants and options outstanding.
The existence of the note and Warrant issued to the selling stockholder pursuant
to the Subscription Agreement signed on April 12, 2001, may adversely affect the
terms on which we may obtain additional equity financing. Moreover, the holders
are likely to exercise their rights to acquire common stock at a time when we
would otherwise be able to obtain capital with more favorable terms than we
could obtain through the exercise of such securities.
<page> 5
<b>
Dilution Effects Of The Securities Underlying The Subscription Agreements
</b>
The following table represents the number of shares of our common stock
issuable upon conversion of the note issued and the percentage of our
outstanding shares such number of shares would represent, assuming the $300,000
note plus interest of $6,720 is fully converted, and assuming the purchase
price is 0%, 25%, 50% and 75% respectively, discounted from the current trading
price of our common stock. The conversion of note and/or exercise of warrant
may result in a change of control of Conectisys.
Percentage of
Conversion Price Company's Common
Market Price 80% of Market Price) Number of Shares Stock
$0.18 $.136 (1) 2,255,294 6.9%
$0.16 $.128 2,396,250 7.3%
$0.12 $.096 3,195,000 9.5%
$0.08 $.064 4,792,500 13.6% (2)
$0.04 $.032 9,585,000 23.9% (2)
1. The conversion price is the lower of 80% of the average of the three (3)
lowest closing prices of the common stock during the thirty (30) days
immediately preceding the (a) Subscription Date and (b) conversion date.
Any market price above $.17 would allow conversion price to be based upon
the Subscription Date market price of $.17, which is a $.136 conversion
price.
2. Even though the selling shareholder may not convert the note into more
than 9.99% of the then outstanding common stock, the selling security
holders can waive the 9.99% limitation and thus allowing the conversion
of the note into common stock with no upper limit on the number of shares
that may be issued.
<b>
Private Equity Credit Line Agreement
</b>
On May 1, 2001, we entered into a New Private Equity Credit Line Agreement with
a group of private investors ("Investors", see chart below) to provide
financing to the Company in an aggregate amount of $15.0 million through the
sale of restricted common stock for a period of thirty-six (36) months. This
New Agreement replaces the previous Agreement signed on February 1, 2001. The
new Agreement entitles us to sell restricted common stock with registration
rights, referred to as a "Put". The amount of the Put may not exceed the
lesser of $500,000 or ten percent (10%) of the daily volume weighted average
price of the common stock for the twenty-two (22) Trading Days after the Put
date ("Valuation Period"), multiplied by the reported daily trading volume of
the common stock for each such day. Notwithstanding the maximum amount limits,
the minimum Put amount is $250,000. There must be at least 30 days between each
Put and seven (7) days since the last closing of Put. The Purchase Price per
Put share of common stock shall be based on the Average Daily Price (the daily
volume weighted average price of the common stock) on each separate Trading Day
during the Valuation Period. The number of Put shares to be purchased by the
Investors shall be determined on a daily basis during each Valuation Period and
settled on two Closing Dates defined as the thirteenth (13th) Trading Day
following the Put date and the second Trading Day following the Valuation
Period. The sale price of the stock is 84% of each Average Daily Price during
the Valuation Period. If the daily volume of shares of common stock traded on
any Trading Day during the Valuation Period is fewer than 100,000 shares of
common stock ("Low Volume Day), the Investor shall not be required to purchase
the Put shares otherwise to be purchased for such Low Volume Day. In such
case, one-twenty-second (1/22nd) of the Investment Amount shall be withdrawn
from the Investment Amount for each such Low Volume Day, the Valuation Period
will be extended one additional Trading Day for each such Low Volume Day and
the withdrawn Investment Amount shall be applied to the corresponding extended
day. The maximum number of Low Volume Days for which such extensions shall be
permitted is five days. The Investors may elect not to have such amount
withdrawn from the Investment Amount and instead purchase Put Shares
corresponding to any Low Volume Day. We have 45 days after close of the Put
sale to file and have effective a registration
statement in place for the Put shares purchased.
<page> 6
<u>Warrants</u> - The investors are also entitled to purchase common stock from
us through Warrants. The investors have the right to purchase one (1) share
common stock for every $2.00 in common stock purchased pursuant to a Put by the
Company. The exercise price of the Warrants are equal to 120% of the lowest
closing bid price during the Valuation Period of the Put. The Warrants are
exercisable for four (4) years from the date of issuance.
The following chart discloses the principal(s) of the "Investors" in the
Private Equity Credit Line Agreement and the person(s) with investment and
dispositive power:
Investment/dispositive
Investor Principal Authority
------------------------- -------------- -------------------------
Laurus Master Fund, Ltd. Eugene Grin Eugene Grin
& David Grin & David Grin
The Keshet Fund, L.P. Abraham Grin John Clark
Keshet L.P. Abraham Grin John Clark
Laurus Master Fund, Ltd., Keshet Fund LP and Keshet LP are under common control
and all shares registered hereunder may be deemed to be beneficially owned by
such control person.
<b>
Results of Operations
</b>
We realized a net loss from operations of $710,402 for the six (6) months
ending March 31, 2001 as compared to a net loss of $3,011,472 for the same six-
month period in 2000. This 93% reduction was due to a reduction of $2,786,524
(from $2,786,524 in the first six months of fiscal 2000 to $134,888 in first
six months of fiscal year 2001) of common stock issued in connection with the
performance of various services to the Company. We had no revenue for the six
(6) months of the both fiscal years 2001 and 2000.
We realized a net loss from operations of $3,576,910 for the fiscal year end
September 30, 2000, a 270% increase from the fiscal year end 1999, which had a
net loss from operations of $1,323,831. The increase was again to due to the
amount of stock issued in connection with the performance of various services
for the Company. $990,949 in common stock was issued for services in fiscal
year 2000 and only $,349,354 in the fiscal year 1999. We had no revenue for
the fiscal year end September 30, 2000 and $25,655 for the fiscal year 1999.
Our net losses will continue for through the fiscal year 2001 and into the
fiscal year 2002 until the acceptance of the H-Net product as a viable
automated meter reading system. However, due to our Private Equity Credit Line
Agreement we will be able to fund our future development of the H-Net product
without issuing common stock for services thus saving us substantial money.
<b>
Plan of Operation
</b>
We had losses from operations for the six (6) month period ending March 31,
2001 decreased from the same period last year. Our loss on operations for the
fiscal year end September 30, 2000 increased 170% from the prior year for the
same period. These losses are attributed to our continued research and
development associated with our H-Net Wireless Network, marketing and general
expenses. We will over the next 12 months, rely on additional funding through
the sale of common stock
<page> 7
<b>
Liquidity and Capital Resources
</b>
To date, we have been unable to generate any significant cash flows from our
business operations. As a result, we have funded our operations through
investor financing, including sales of common stock and the exercise of
warrants and options. During the fiscal year 2000 and the six months ended
March 31, 2001 we raised a total of $933,646 through these means. We also
issued stock for services amounting to $1,125,837. We have also used debt to
fund our operations. Until such time as we are able to generate significant
cash flow from operations through increased sales of our products, we will be
required to continue our reliance on investor financing and debt to fund our
operations. At March 31, 2001, cash and cash equivalents totaled a negative
balance of $10,902. Current liabilities at March 31, 2001, consisting primarily
of accounts payable, accrued compensation, and short-term debt, exceeded
current assets by $1,349,485.
As of fiscal year end September 30, 2000, we had a working capital deficit of
$888,172 consisting of $192,234 in current assets and $1,080,406 in current
liabilities. We had a working capital deficit of $2,070,074 at fiscal year
end 1999.
We had total assets of $158,546 as of March 31, 2001, and total liabilities of
$1,508, 031. Shareholder deficit is $1,349,485, as compared to a deficit of
$1,631,362 as of March 31, 2000.
We had total assets of $285,538 as of the fiscal year end September 30, 2000
and total liabilities of $1,155,406. Shareholder deficit is $869,868 as
compared to a deficit of $1,935,002 fiscal year end 1999. We issued 9,539,376
shares of common stock for cash, reduction of debt and services during the
fiscal year ending September 30, 2000.
As of March 31, 2001, we have no capital expenditure obligations.
We can sell up to $500,000 worth of our common stock through the Private Equity
Credit Line Agreement we entered into on May 1, 2001. The maximum amount we can
sell is $15 million worth in the next 34 months.
We anticipate that that we will need $125,000 per month from now until the end
of this calendar year to complete the final development of the H-Net product.
We will then need additional funding as outlined above in the amount of $3.25
million in 2002.
We used the initial funding received from the April 12, 2001 Convertible note
as follows:
$50,000 H-Net Hardware Redesign for cost reduction
$25,000 H-Net Network Operating Center Upgrades
$193,000 General Operating Expenses
Even with the Private Equity Credit Line Agreement for $15 million there can be
no assurance that the market for our stock will be such that adequate funding
will be available to us. The report of our independent auditors on our
financial statements for the years ended September 30, 2000 and 1999 contains
an explanatory paragraph, which indicates that we have incurred losses and have
a working capital deficiency. This report raises substantial doubt about our
ability to continue as a going concern. This report is not viewed favorably by
analysts or investors and may make it more difficult for us to raise additional
debt or equity financing needed to run our business, and may have a negative
effect on the market for our common stock.
<page> 8
<b>
Cash Flows
</b>
We had a net loss for the six (6) month period ending March 31, 2001, of
$710,402. The cash used in operations toward this loss was $197,909.
We had a net loss for the fiscal year ended September 30, 2000 of $3,576,910.
The cash used in operations toward this loss was $933,861. The largest area of
loss was the result of non-cash transactions to the Company. Services to the
Company that were not paid with cash totaled $2,136,459. We issued shares for
$823,975 of stock restricted under Rule 144 and incurred $182,000 in debt to
finance the operating losses for the fiscal year ended September 30, 2000.
<b>
Effect Of Inflation
</b>
Inflation did not have any significant effect on the operations of the Company
during the quarter ended March 31, 2001. Further, inflation is not expected to
have any significant effect on future operations of the Company.
<b>
The Financial Accounting Standards Board (FASB) Impact
</b>
Statement of Financial Accounting Standard No. 130, Reporting Comprehensive
Income, (SFAS No. 130) issued by the FASB is effective for financial
statements with fiscal years beginning after December 15, 1997. Earlier
adoption is permitted. SFAS 130 establishes standards for reporting and display
of comprehensive income and its components in a full set of general-purpose
financial statements. The Company does not expect adoption of SFAS No. 130 to
have an effect, if any, on its financial position or its results of operations.
Statement of Financial Accounting Standard No. 131, Disclosure About Segments
Of An Enterprise And Related Information, (SFAS 131) issued by the FASB is
effective for financial statements with fiscal years beginning after December
15, 1997. Earlier application is permitted. SFAS No. 131 requires that public
companies report certain information about operating segments, products,
services and geographical areas in which they operate and their major
customers. The Company does not expect adoption of SFAS No. 131 to have an
effect on its financial position or results of operations; however, additional
disclosures may be made relating to the above items.
<b>
PART II
Other Information
Item 1. Legal Proceedings
</b>
None.
<b>
Item 2. Changes in Securities and Use of Proceeds
Stock Subscriptions
</b>
In October, 2000, the Company issued 141,777 share of common stock valued at
$30,907 to the officers for compensation.
In October, 2000, the Company issued 66,414 share of common stock valued at
$19,200 to a consultant for services rendered.
In November, 2000, the Company issued 50,000 share of common stock valued at
$20,000 to a consultant for services rendered.
In December, 2000, the Company issued 110,000 share of common stock valued at
$12,005 to two consultants for services rendered.
<page> 9
In January, 2001, the Company issued 400,000 share of common stock valued at
$34,000 to a consultant for services rendered.
In January 2001, the Company issued 1,000,000 share of common stock for $78,772
cash.
In January 2001, the Company issued 300,000 share of common stock to convert
$75,000 of debt outstanding.
In March 2001, the Company issued 100,000 shares of common stock valued at
$18,776 to a consultant for services rendered.
In April 2001, the Company issued 450,000 shares of common stock valued at
$48,600 to members of the Advisory Board.
In April 2001, the Company issued 3,356,270 shares of common stock valued at
$376,794 as accured compensation to officers of the Company for the 1st and 2nd
quarters of the fiscal year 2001.
In April 2001, the Company issued 261,974 shares of common stock valued at
$37,976 for services.
In June 2001, the Company issued 491,419 shares of common stock valued at
$132,683 for services.
In July 2001, the Company issued 100,000 shares of common stock valued at
$25,000 for services.
The Company believes the shares issued in these transactions did not involve a
public offering and were made in reliance upon an exemption from registration
provided by Regulation D and Section 4(2) of the Securities Act of 1933, as
amended.
<b>
Item 4. Submission of Matters to a Vote of Security Holders
Shareholders Meeting
</b>
The 2001 annual stockholders meeting was held on May 30, 2001. Record holders
of the Common stock as of April 16, 2001 (the "Record Date") were entitled to
vote at the Meeting. As of the Record date, there were 25,796,938 shares of
Common Stock issued and outstanding. Holders of the Common Stock on the Record
Date were entitled to one vote for each share held as of the Record Date. The
nominees for the Board of Directors were Robert Spigno, Lawrence Muirhead and
Melissa Weger. The nominees received 75.4% of the possible votes and were
retained as the current Board of Directors until the next annual meeting of
shareholders.
<page> 10
<b>
Item 5. Other Information
New Advisory Board Formed
</b>
The Company has an Advisory Committee to advise the Board of Directors, its
executive officers and its technical staff, from time to time on various
industry related issues. The Advisory Committee is headed by the Companys
President, Rod Lighthipe and presently consists of the following energy
industry experts:
<b>
Dr. Hugo Pomrehn
</b>
Dr. Pomrehn was nominated by former President Bush on June 28, 1992 to serve as
the Under Secretary of Energy, and was confirmed by the United States Senate
for that position on September 29, 1992. As Under Secretary to Admiral James
Watkins, Dr. Pomrehn was the third-ranking official at the U.S. Department of
Energy, which employed approximately 170,000 federal and contractor personnel
and had an annual budget of $20 billion. Dr. Pomrehn's professional career
covers a broad spectrum of energy and environmental technologies. He has been
engaged in engineering and management consulting in the energy and nuclear
fields for more than 30 years. He also was Vice president of the Bechtel
Corporation.
<b>
Aaron R. Sokol
</b>
Mr. Sokol is a Vice President at Deutsche Bank Alex Brown. Mr. Sokol's
responsibilities include providing innovative and customized solutions in order
to preserve and enhance ones wealth. He is also responsible for new business
development as well as global financial advisory services for existing and
prospective clients.
Mr. Sokol joined Deutsche Bank Alex Brown from Los Angeles-based Scudder Kemper
Investments, Inc. Mr. Sokol has also served as an Assistant Vice President at
First Chicago Capital Markets, Inc., and prior to that, worked in Corporate
Finance at Nations Bank Capital Markets, Inc. Mr. Sokol earned a J.D. from
Boston University School of Law and a M.B.A. in Finance and New Venture
Management from the University of Southern California.
<b>
Larry W. Siler
</b>
Mr. Siler is currently Manager of Fuel Transportation for Edison Mission Energy
in Chicago, Illinois. Mr. Siler was the Coal Supply Superintendent for
Commonwealth Edison Company in Chicago from 1988 to 1999. From 1986 to 1988 he
was a Management & Engineering Consultant in Austin, Texas. He also held
positions as the Fuels Manager, Engineering Supervisor, Staff Engineer and
Fuels Engineer for the Lower Colorado River Authority from 1973 to 1986. Mr.
Siler graduated with a Bachelors of Science degree from the University of Texas
at Austin in 1970.
<b>
Tod O'Connor
</b>
Mr. O'Connor acted as Director of Government Relations for two Edison
International Inc. subsidiaries, Southern California Edison RD&D Department and
Edison Technology Solutions from 1993 to 1999. He also worked with Pacific
Enterprises and its subsidiary, Southern California Gas Co. from 1989 to 1993,
and MARC Associates' Status Group in Washington DC, 1988-1989. He was a
Legislative Aide in the United States House of Representatives where he advised
House Speaker Thomas P. (Tip) O'Neill on pending legislation and proposed
federal regulations, as well as the Democratic Steering and Policy Committee
from 1980 to 1981. Mr. O'Connor is currently President of O'Connor Consulting
Services, Inc. in Woodland Hills, California. Mr. O'Connor has Masters of Law
degree in Labor Law from Georgetown University Law Center, Washington, DC, 1983
and a Juris Doctor from Suffolk University Law School in 1980.
The Advisory Board members received 100,000 shares of restricted common stock
as compensation for their service.
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SB-2 Registration Statement Filed with The Securities & Exchange Commission
On March 19, 2001 the Company filed a Form SB-2 Registration Statement with the
Securities & Exchange Commission. On August 7, 2001 an Amended SB-2 was filed.
<b>
Item 13. Exhibits and Reports on Form 8-K
</b>
(a) Exhibit
99.0 Financial Statement (Unaudited)
(b) During the Registrant's fiscal quarter ending March 31, 2001, the
registrant filed the following current reports on Form 8-K:
None.
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 hereunto duly authorized.
CONECTISYS CORPORATION
Date: August 7, 2001 By /S/ Robert A. Spigno
Robert A. Spigno, CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/Robert A. Spigno
Robert A. Spigno Chairman & Chief Executive Officer August 7, 2001
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