<pre>
Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-102781
CONECTISYS CORPORATION
PROSPECTUS SUPPLEMENT DATED OCTOBER 28, 2003
The prospectus of ConectiSys Corporation dated May 12, 2003 is
supplemented to update various information, including information relating to
an amendment to the outstanding convertible debentures of ConectiSys
Corporation that reduced the conversion price of those debentures:
from the lower of 50% of the average of the three lowest
intraday trading prices of a share of our common stock on the OTC
Bulletin Board{R} during the twenty trading days immediately preceding
the conversion date, and either (a) $.06 for the March, May and June
2002 convertible debentures, or (b) $.01 for the November 2002, March
and May 2003 convertible debentures;
to the lower of 40% of the average of the three lowest
intraday trading prices of a share of our common stock on the OTC
Bulletin Board{R} during the twenty trading days immediately preceding
the conversion date, and either (a) $.06 for the March, May and June
2002 convertible debentures, or (b) $.01 for the November 2002, March
and May 2003 convertible debentures.
THE FOLLOWING RISK FACTOR IS UPDATED AS FOLLOWS:
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Shares of our common stock eligible or to become eligible for public sale
could adversely affect our stock price and make it difficult for us to
raise additional capital through sales of equity securities.
As of October 24, 2003, we had outstanding 526,534,342 shares of
common stock, of which all but approximately 351,924,000 shares were
unrestricted under the Securities Act of 1933. As of October 24, 2003, we also
had outstanding options, warrants, promissory notes, convertible debentures
and preferred stock that were exercisable for or convertible into
approximately 837,161,000 shares of common stock, approximately 805,201,000 of
which are covered by registration rights. Sales of a substantial number of
shares of our common stock in the public market, or the perception that sales
could occur, could adversely affect the market price of our common stock. Any
adverse effect on the market price of our common stock could make it difficult
for us to raise additional capital through sales of equity securities
at a time and at a price that we deem appropriate.
Conversion or exercise of our outstanding derivative securities could
substantially dilute your investment because the conversion and exercise
prices of those securities and/or the number of shares of common stock
issuable upon conversion or exercise of those securities are subject to
adjustment.
We have issued various notes, debentures and warrants that are
convertible or exercisable at prices that are subject to adjustment due to a
variety of factors, including fluctuations in the market price of our common
stock and the issuance of securities at an exercise or conversion price less
than the then-current exercise or conversion price of those notes, debentures
or warrants. As of October 24, 2003, the closing price of a share of our
common stock on the OTC Bulletin Board{R} was $.0049. On that date, our notes,
debentures and warrants outstanding with adjustable conversion and/or exercise
prices were convertible or exercisable into approximately 781,987,000 shares
of our common stock. The number of shares of common stock that these
<page>1
adjustable securities ultimately may be converted into or exercised for could
prove to be greater than this amount if the market price of our common stock
declines. You could, therefore, experience substantial dilution of your
investment as a result of the conversion or exercise of our outstanding
derivative securities.
The applicable conversion price of our debentures and a convertible
promissory note issued to certain security holders is variable and does not
have a lower-limit, therefore the dilutive effect to our existing security
holders is theoretically limitless. Conversely, because the variable
conversion price of these debentures and convertible promissory note has an
upper limit, an increase in the trading price of a share of our common stock
will result in a limited benefit to existing security holders with respect to
the conversion of these debentures and the convertible promissory note. The
following table sets forth the number of shares issuable upon conversion of
the principal portion of the debentures and the convertible promissory note
issued to certain security holders and outstanding as of October 24, 2003,
based upon the indicated hypothetical trading prices:
Approximate
Number of Percentage of
Hypothetical Shares Company's
Trading Price Conversion Price (1) Issuable (2) Common Stock (3)
- ------------- --------------------- ------------ -----------------
$.0100 $.004 248,424,000 32%
$.0075 $.003 331,231,000 39%
$.0050 $.002 496,847,000 49%
$.0025 $.001 993,694,000 65%
_______________
(1) The conversion price of our debentures and the convertible
promissory note is the lower of 40% of the average of the
three lowest intraday trading prices of a share of our common
stock on the OTC Bulletin Board{R} during the twenty trading
days immediately preceding the conversion date, and either (a)
$.06 for the March, May and June 2002 convertible debentures,
(b) $.01 for the November 2002, March and May 2003 convertible
debentures, or (c) $.005 for the October 2003 convertible
promissory note. As of October 24, 2003, the applicable
conversion price was $.0014.
(2) Our current authorized capital allows us to issue a maximum of
1,000,000,000 shares of common stock.
(3) Amounts are based on 526,534,342 shares of our common stock
outstanding as of October 24, 2003 plus the corresponding
number of shares issuable. Each of the holders of our
convertible debentures may not convert our debentures into
more than 4.9% of our then-outstanding common stock; however,
the holders may waive the 4.9% limitation, thus allowing the
conversion of their debentures into a number of shares of
common stock in excess of 4.9% of our then-outstanding common
stock.
The holders of our convertible debentures may elect to receive payment
for accrued and unpaid interest on our convertible debentures in shares of our
common stock based on the conversion price and on the same terms described
above with respect to conversions of the principal portion of these
debentures. As a result of conversions of the principal or interest portion of
our convertible debentures and related sales of our common stock by the
holders of our convertible debentures, the market price of our common stock
could be depressed, thereby resulting in a significant increase in the number
of shares issuable upon conversion of the principal and interest portions of
these debentures. You could, therefore, experience substantial dilution of
your investment as a result of the conversion of the principal or interest
portions of our convertible debentures.
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THE LIQUIDITY AND CAPITAL RESOURCES SUBSECTION OF
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS SECTION IS REPLACED WITH THE FOLLOWING:
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Liquidity and Capital Resources
During the nine months ended June 30, 2003 we financed our operations
solely through private placements of securities. Because we have only recently
completed the development of our H-Net{TM} system for commercial production and
are in a cost-reduction phase of development, we have never generated any
revenue from operations. Our consolidated financial statements as of and for
the years ended September 30, 2002 and 2001 have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business.
As of June 30, 2003, we had negative working capital of approximately
$2,944,000 and an accumulated deficit of approximately $25,111,000 As of that
date, we had approximately $57,000 in cash and cash equivalents. We had
accounts payable and accrued compensation expenses of approximately
$1,468,000. We had other current liabilities, including amounts due to
officers, accrued interest, notes and convertible debts of approximately
$1,542,000 including those issued prior to the beginning of fiscal year 2003.
To the extent convertible debentures or promissory notes that we have issued
are converted into shares of common stock, we will not be obligated to repay
the converted amounts.
Cash used in our operating activities totaled approximately $674,000
for the nine months ended June 30, 2003 as compared to approximately
$1,082,000 for the nine months ended June 30, 2002. No cash was provided by
our investing activities for the nine months ended June 30, 2003 and June 30,
2002.
Cash provided by our financing activities totaled approximately
$676,000 for the nine months ended June 30, 2003 as compared to approximately
$1,326,000 for the nine months ended June 30, 2002. We raised all of the cash
provided by financing activities during the nine months ended June 30, 2003
from the issuance of convertible debentures, promissory notes and/or stock
subscriptions.
In April 2001, we issued an 8 percent Convertible Note to Laurus
Master Fund, Ltd., or Laurus, in the principal amount of $300,000. We have
been unable to repay the amounts owed under this note and we have failed to
satisfy our obligation to register for resale the shares of common stock
underlying this note. On February 15, 2002, and as amended on April 2, 2002,
we agreed to terms with Laurus regarding our obligations under this note.
Under the terms of this agreement, we paid to Laurus $100,000 in cash on
February 19, 2002 and $50,000 in cash on April 5, 2002. However, we have not
met all the terms of the February 15, 2002 agreement, as well as, the original
terms under the April 2001 Convertible Note. We are currently working with
Laurus to pay down the remaining balance of the original April 2001
Convertible Note. As of September 30, 2002, approximately $129,000 of
principal and accrued and unpaid interest under the original note remained
outstanding. As of October 24, 2003, approximately $35,000 of principal and
accrued and unpaid interest under this note remained outstanding.
In February 2002, we borrowed $340,000 from the Mercator Momentum Fund
in order to make the initial $100,000 payment under our settlement arrangement
with Laurus and to fund continuing development of our H- Net{TM} system. This
loan from the Mercator Momentum Fund is a short-term loan due May 15, 2002 and
accrues interest an annual rate of 18%. The loan was secured by shares of our
common stock. As of June 13, 2002, we owed Mercator Momentum Fund
approximately $243,000 of principal and accrued and unpaid interest under this
<page>3
loan and were in default in the repayment of this debt.
On June 14, 2002, Mercator Momentum Fund transferred collateral in the
form of 5,861,814 shares of our common stock into its name as a result of our
default on its loan. Of the 5,861,814 shares of common stock transferred into
the name of Mercator Momentum Fund, 3,500,000 shares of our common stock were
issued and pledged as collateral by us in February 2002, and 2,361,814 shares
of our common stock were pledged as collateral by Robert Spigno, our Chief
Executive Officer, in February 2002.
On June 21, 2002, Mercator Momentum Fund filed an action against
ConectiSys Corporation, Robert A. Spigno and Patricia A. Spigno in the
Superior Court of California, County of Los Angeles (Case No. BC276283) for
breach of promissory note, foreclosure of security interests and fraud and
deceit. Mr. Spigno is the Chairman of the Board and a director of our company
and is also our Chief Executive Officer. Ms. Spigno is our Secretary and
Chief Financial Officer. On July 3, 2002, Mercator Momentum Fund filed a first
amended complaint in the Superior Court of California, County of Los Angeles
(Case No. BC276283) adding a claim for common count for money lent. Mercator
Momentum Fund seeks damages of approximately $243,000 plus approximately $66
in interest per day commencing June 21, 2002 and other compensatory and
punitive damages of unspecified amount. The complaint relates to the loan in
February 2002 from Mercator Momentum Fund of $340,000, as more particularly
described above.
We believe that Mercator Momentum Fund's claims are without merit
because, among other factors, we have affirmative defenses to those claims,
including usury and the satisfaction of amounts owed under loan from Mercator
Momentum Fund as a result of the enforcement by Mercator Momentum Fund of its
security interest in shares of our common stock. We intend to vigorously
defend against these claims and to pursue appropriate counterclaims against
Mercator Momentum Fund. This case is currently in the pre-trial and discovery
phases.
Due to the size of the amount owed to Mercator Momentum Fund and our
poor financial condition, an adverse decision in the litigation against us
could have a materially negative impact on our financial condition and
business prospects, including the deployment of our H- Net{TM} system.
In March 2002, we issued $300,000 of our secured convertible
debentures to four accredited investors in the first stage of a three- stage
offering. The secured convertible debentures are due March 29, 2003 and
provide for interest at the rate of 12% per annum. The secured convertible
debentures were accompanied by warrants to purchase up to an aggregate of
1,500,000 shares of common stock. The net proceeds of that offering, after
payment of related expenses, were approximately $225,000. As of October 24,
2003, an aggregate of $113,590 of principal plus related accrued and unpaid
interest relating to the debentures issued in March 2002 remained outstanding.
In May 2002, we issued $150,000 of our secured convertible debentures
to four accredited investors in the second stage of a three-stage offering.
The secured convertible debentures are due May 10, 2003 and provide for
interest at the rate of 12% per annum. The secured convertible debentures were
accompanied by warrants to purchase up to an aggregate of 750,000 shares of
common stock. The net proceeds of that offering, after payment of related
expenses, were approximately $140,000. As of October 24, 2003, an aggregate of
$150,000 of principal plus related accrued and unpaid interest relating to the
debentures issued in March 2002 remained outstanding.
In June 2002, we issued $300,000 of our secured convertible debentures
to four accredited investors in the third stage of a three-stage offering. The
secured convertible debentures are due June 17, 2003 and provide for interest
at the rate of 12% per annum. The secured convertible debentures were
accompanied by warrants to purchase up to an aggregate of 1,500,000 shares of
common stock. The net proceeds of that offering, after payment of related
expenses, were approximately $237,500. As of October 24, 2003, an aggregate of
$300,000 of principal plus related accrued and unpaid interest relating to the
debentures issued in June 2002 remained outstanding.
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In November 2002, we issued $200,000 of our secured convertible
debentures to three accredited investors in the first stage of a three-stage
offering. The secured convertible debentures are due November 29, 2003 and
provide for interest at the rate of 12% per annum. The secured convertible
debentures were accompanied by warrants to purchase up to an aggregate of
1,000,000 shares of common stock. The net proceeds of that offering, after
payment of related expenses, were approximately $225,000. The investors are
obligated to purchase an additional $150,000 of our secured convertible
debentures and warrants to purchase up to 750,000 shares of common stock
within 5 days after the effective date of the registration statement of which
this prospectus is a part. As of October 24, 2003, an aggregate of $80,103.92
of principal plus related accrued and unpaid interest relating to the
debentures issued in November 2002 remained outstanding.
In March 2003, we issued $150,000 of our secured convertible
debentures to three accredited investors in the second stage of a three-stage
offering. The secured convertible debentures are due March 3, 2003 and provide
for interest at the rate of 12% per annum. The secured convertible debentures
were accompanied by warrants to purchase up to an aggregate of 750,000 shares
of common stock. The net proceeds of that offering, after payment of related
expenses, were approximately $125,000. As of October 24, 2003, the full amount
of the debentures issued in February 2003 remained outstanding.
In May 2003, we issued $150,000 of our secured convertible debentures
to three accredited investors in the third stage of a three-stage offering.
The secured convertible debentures are due May 12, 2003 and provide for
interest at the rate of 12% per annum. The secured convertible debentures were
accompanied by warrants to purchase up to an aggregate of 750,000 shares of
common stock. The net proceeds of that offering, after payment of related
expenses, were approximately $125,000. As of October 24, 2003, the full amount
of the debentures issued in August 2003 remained outstanding.
As of October 24, 2003, we were in default under our obligations to
register for resale shares of our common stock underlying certain of our
outstanding convertible debentures. In addition, as of that date, we also were
in default under our obligations to make quarterly interest payments under all
of our outstanding convertible debentures. Also, as of that date, we were in
default under our obligations to repay an aggregate of $113,590 of principal
plus related accrued and unpaid interest on our convertible debentures due
March 29, 2003, an aggregate of $150,000 of principal plus related accrued and
unpaid interest on our convertible debentures due May 10, 2003, and an
aggregate of $300,000 of principal plus related accrued and unpaid interest on
our convertible debentures due June 17, 2003. We anticipate that these
convertible debentures ultimately will be converted into shares of our common
stock and that we therefore will not be obligated to repay the outstanding
principal and accrued and unpaid interest amounts on those debentures.
In October 2003, we issued a $50,000 convertible promissory note to
three accredited investors in the first stage of a six-stage offering. The
convertible promissory note is due October 9, 2004 and provides for interest
at the rate of 12% per annum. The promissory note was accompanied by warrants
to purchase up to an aggregate of 250,000 shares of common stock. The net
proceeds of that offering were approximately $50,000. As of October 24, 2003,
an aggregate of $50,000 of principal plus related accrued and unpaid interest
relating to the convertible promissory note issued in October 2003 remained
outstanding.
As of October 24, 2003 we had an additional note due on demand payable
in the approximate amount of $227,000. This note bears interest at an annual
rate of 18%.
Our continued operations are dependent on securing additional sources
of liquidity through debt and/or equity financing.
<page>5
As indicated above, our consolidated financial statements as of and
for the years ended September 30, 2002 and 2001 have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. As discussed in this document
and in Note 1 to our consolidated financial statements for the years ended
September 30, 2002 and 2001, we have suffered recurring losses from operations
and at September 30, 2002 had net capital and working capital deficiencies.
These factors, among others, raised substantial doubt about our ability to
continue as a going concern and led our independent certified public
accountants to modify their unqualified opinion to include an explanatory
paragraph related to our ability to continue as a going concern. The
consolidated financial statements included in this document do not include any
adjustments that might result from the outcome of this uncertainty.
We have been, and currently are, working toward identifying and
obtaining new sources of financing. Deteriorating global economic conditions
may cause prolonged declines in investor confidence in and accessibility to
capital markets. Further, our current secured convertible debenture financing
documents contain notice and right of first refusal provisions and the grant
of a security interest in substantially all of our assets in favor of the
convertible debenture investors, all of which provisions will restrict our
ability to obtain debt and/or equity financing.
Any future financing that we may obtain may cause significant dilution
to existing stockholders. Any debt financing or other financing of securities
senior to common stock that we are able to obtain will likely include
financial and other covenants that will restrict our flexibility. At a
minimum, we expect these covenants to include restrictions on our ability to
pay dividends on our common stock. Any failure to comply with these covenants
would have a material adverse effect on our business, prospects, financial
condition, results of operations and cash flows.
If adequate funds are not available, we may be required to delay,
scale back or eliminate portions of our operations and product and service
development efforts or to obtain funds through arrangements with strategic
partners or others that may require us to relinquish rights to certain of our
technologies or potential products or other assets. Accordingly, the inability
to obtain such financing could result in a significant loss of ownership
and/or control of our proprietary technology and other important assets and
could also adversely affect our ability to fund our continued operations and
our product and service development efforts that historically have contributed
significantly to our competitiveness.
We have recently completed development of our H-Net{TM} system for
commercial production and are now in a cost-reduction phase of development
with the goal of deployment of our H-Net{TM} system in late 2003. We believe
that if we are successful in deploying our H-Net{TM} system, we will begin to
generate revenues from our business activities.
Effect of Inflation
Inflation did not have any significant effect on the operations of the
Company during the quarter ended June 30, 2003. Further, inflation is not
expected to have any significant effect on future operations of the Company.
Impact of New Accounting Pronouncements
Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments", requires that we disclose
estimated fair values for our financial instruments. The following summary
presents a description of the methodologies and assumptions used to determine
such amounts. Fair value estimates are made at a specific point in time and
are based on relevant market information and information about the financial
instrument; they are subjective in nature and involve uncertainties, matters
of judgment and, therefore, cannot be determined with precision. These
estimates do not reflect any premium or discount that could result from
<page>6
offering for sale at one time our entire holdings of a particular instrument.
Changes in assumptions could significantly affect the estimates.
Since the fair value is estimated at June 30, 2003, the amounts that
will actually be realized or paid at settlement of the instruments could be
significantly different. The carrying amount of cash and cash equivalents is
assumed to be the fair value because of the liquidity of these instruments.
Accounts payable, accrued compensation, due to officer, other current
liabilities, and notes payable approximate fair value because of the short
maturity of these instruments. Long-term debt is recorded at face value
because the principal amount is convertible into common stock.
THE PRINCIPAL AND SELLING SECURITY HOLDERS
SECTION IS REPLACED WITH THE FOLLOWING:
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PRINCIPAL AND SELLING SECURITY HOLDERS
As of October 24, 2003, a total of 526,534,342 shares of our common
stock were outstanding. The following table sets forth information as of that
date regarding the beneficial ownership of our common stock both before and
immediately after the offering by:
o each person known by us to own beneficially more than five
percent, in the aggregate, of the outstanding shares of our
common stock as of the date of the table;
o each selling security holder;
o each of our directors;
o each executive officer named in the Summary Compensation Table
contained elsewhere in this prospectus; and
o all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with Rule 13d-3
promulgated by the Securities and Exchange Commission, and generally includes
voting or investment power with respect to securities. Except as indicated in
the footnotes to the table, we believe each holder possesses sole voting and
investment power with respect to all of the shares of common stock owned by
that holder, subject to community property laws where applicable. In computing
the number of shares beneficially owned by a holder and the percentage
ownership of that holder, shares of common stock subject to options or
warrants or underlying notes or preferred stock held by that holder that are
currently exercisable or convertible or are exercisable or convertible within
60 days after the date of the table are deemed outstanding. Those shares,
however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person or group.
All of the shares of common stock being offered under this prospectus
are issuable upon conversion of debentures or upon exercise of warrants that
were acquired by the selling security holders from us in connection with a
private placement that we made effective as of November 27, 2002, March 3,
2003 and May 12, 2003. In the private placement effective November 27, 2002,
we issued $200,000 in principal amount of secured convertible debentures due
November 27, 2003 to three accredited investors, or the debenture investors,
in exchange for gross proceeds of $200,000 in cash. In connection with that
private placement, we also issued warrants to purchase up to an aggregate of
1,000,000 shares of our common stock to the debenture investors. In the
private placement effective March 3, 2003, we issued $150,000 in principal
amount of secured convertible debentures due March 3, 2004 to the debenture
<page>7
investors in exchange for gross proceeds of $150,000 in cash. In connection
with that private placement, we also issued warrants to purchase up to an
aggregate of 750,000 shares of our common stock to the debenture investors. In
the private placement effective May 12, 2003, we issued $150,000 in principal
amount of secured convertible debentures due May 12, 2004 to the debenture
investors in exchange for gross proceeds of $150,000 in cash. In connection
with that private placement, we also issued warrants to purchase up to an
aggregate of 750,000 shares of our common stock to the debenture investors.
The secured convertible debentures bear interest at an initial rate of
12% per year. The conversion price of the debentures, as amended, is equal to
the lesser of (i) 40% of the average of the three lowest intraday trading
prices of a share of our common stock for the twenty trading days immediately
preceding a conversion date, and (ii) $.01. The conversion price also is
subject to customary anti-dilution adjustments in connection with mergers,
acquisitions, stock splits, dividends and the like.
We agreed to register for resale a total of 200% of the shares of
common stock that may be issuable upon conversion of the convertible
debentures and related warrants. The shares of common stock being offered
under this prospectus include shares of common stock issuable upon conversion
of the secured convertible debentures and upon exercise of the related
warrants without regard to the exercise limitations described below.
The terms of the secured convertible debentures and the warrants
prohibit conversion of the secured convertible debentures or exercise of the
warrants to the extent that conversion of the debentures would result in the
debenture investor, together with its affiliates, beneficially owning in
excess of 4.9% of our outstanding shares of common stock, and to the extent
that exercise of the warrants would result in the debenture investor, together
with its affiliates, beneficially owning in excess of 4.9% of our outstanding
shares of common stock. A debenture investor may waive the 4.9% limitation
upon 60 days' prior written notice to us. Also, these limitations do not
preclude a debenture investor from converting or exercising a secured
convertible debenture or warrant and selling shares underlying the secured
convertible debenture or warrant in stages over time where each stage does not
cause the investor and its affiliates to beneficially own shares in excess of
the limitation amounts. Despite the limitations contained in the secured
convertible debentures and warrants, the number of shares shown in the table
as beneficially owned by each debenture investor prior to this offering is in
excess of 4.9% of the shares of our common stock outstanding based on the date
of the table. The number of shares being offered by each debenture investor
under this prospectus is in excess of the amount of shares issuable to that
investor without such investor's waiver of the conversion and exercise
limitations discussed above.
We have agreed to pay expenses, other than broker discounts and
commissions, if any, in connection with this prospectus. We have agreed with
some of the selling security holders to prepare and file all amendments and
supplements to the registration statement of which this prospectus is a part
as may be necessary under the rules and regulations of the Securities Act of
1933 to keep it effective until the earlier of:
o the date that all shares of common stock offered under this
prospectus may be resold by those holders in a public
transaction without volume limitations or other material
restrictions without registration under the Securities Act,
including without limitation, under Rule 144 under the
Securities Act; and
o the date that all shares of common stock offered by those
holders under this prospectus have been resold.
We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling security holders.
<page>8
<Table>
Name and Address of Title of Shares Beneficially Owned Shares Shares Beneficially
of Beneficial Owner (1)(2) Class Prior to the Offering Being Offered Owned After the Offering(3)
Number Number % of Class
__________________________ ________ _________________________ _____________ __________________________
Robert A. Spigno.......... Common 11,436,210(4) -- 11,436,210 2.15%
Class A Preferred 450,020(5) -- 450,020 100.00%
Class B Preferred 500,000(6) -- 500,000 100.00%
Patricia A. Spigno........ Common 2,423,863(7) -- 2,423,863 *
Lawrence Muirhead......... Common 971,393 -- 971,393 *
Melissa McGough........... Common 454,138(8) -- 454,138 *
AJW Partners, LLC Common 51,500,570(9) 51,500,570(9) -- --
AJW Offshore, Ltd......... Common 51,500,570(9) 51,500,570(9) -- --
AJW Qualified Partners,
LLC....................... Common 51,501,486(9) 51,501,486(9) -- --
All directors and executive
officers
as a group (4 persons) Common 15,285,604(10) -- 15,285,604 2.86%
Class A Preferred 450,020(5) -- 450,020 100.00%
Class B Preferred 500,000(6) -- 500,000 100.00%
</table>
_______________
* Less than 1.00%
(1) The address of each director and executive officer named in
this table is c/o ConectiSys Corporation, 24730 Avenue
Tibbitts, Suite 130, Valencia, California 91355. Mr. Spigno
and Mr. Muirhead are directors and executive officers of
ConectiSys. Ms. McGough is a director of ConectiSys. Ms.
Spigno is an executive officer of ConectiSys.
(2) The address of each of AJW Partners, LLC, AJW Offshore, Ltd.
and AJW Qualified Partners, LLC is 1044 Northern Boulevard,
Suite 302, Roslyn, New York 11576. AJW Offshore, Ltd. was
formerly known as AJW/New Millennium Offshore, Ltd. AJW
Qualified Partners was formerly known as Pegasus Capital
Partners, LLC.
(3) Assumes all shares of class being offered are sold.
(4) Includes 1,443,654 shares underlying options and 5,000,000
shares issuable upon conversion of Class B Preferred Stock.
Mr. Spigno holds an option to purchase Class B Preferred
Stock.
(5) Includes an option to purchase up to 250,000 shares of Class A
Preferred Stock.
(6) Represents an option to purchase up to 500,000 shares of Class
B Preferred Stock.
(7) Includes 500,000 shares underlying options.
(8) Includes 100,000 shares underlying options.
(9) The number of shares set forth in the table for the selling
security holders represents an estimate of the number of
shares of common stock to be offered by the selling security
holders. The number of shares set forth in the table for the
selling security holders does not include shares of common
stock issuable upon conversion of any debentures or exercise
of related warrants issued to the selling security holders in
connection with the debenture financing transactions of
ConectiSys Corporation that occurred in March 2002, May 2002
and June 2002. In addition, the number of shares set forth in
the table for the selling security holders does not include
shares of common stock issuable upon conversion of a
Convertible Promissory Note or warrants issued to the selling
security holders in connection with a note financing
transaction of ConectiSys Corporation that occurred in October
2003. The actual number of shares of common stock issuable
upon conversion of the debentures and exercise of the related
warrants is indeterminate, is subject to adjustment and could
be materially less or more than such estimated number
depending on factors which cannot be predicted by us at this
time including, among other factors, the future market price
of the common stock. The actual number of shares of common
stock offered in this prospectus, and included in the
registration statement of which this prospectus is a part,
includes such additional number of shares of common stock as
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may be issued or issuable upon conversion of the debentures
and exercise of the related warrants by reason of any stock
split, stock dividend or similar transaction involving the
common stock, in accordance with Rule 416 under the Securities
Act of 1933. Under the terms of the debentures, if the
debentures had actually been converted on October 24, 2003,
the conversion price would have been $.0014. Under the terms
of the warrants, if the warrants had actually been converted
on October 24, 2003, the exercise price would have been $.005.
(10) Includes 7,043,654 shares underlying options.
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