Quasi-reorganization
On March 31, 2025, the Company implemented a quasi-reorganization
to eliminate its accumulated deficits and reflect fresh-start accounting, in accordance with ASC 852-20.
The Board of directors and a majority of the shareholders approved
the readjustment.
The conditions that gave rise to nearly all of the Company’s
accumulated deficits have not existed for more than fifteen years.
As indicated in the accompanying statement of shareholders’
equity, the quasi-reorganization was implemented with the following steps:
| a) |
the issuance of common shares to the Company’s
former legal consultant and its sole officer, in satisfaction of amounts owed to them; |
| |
|
| b) |
the revaluation of balance sheet liabilities; |
| |
|
| c) |
the issuance of common shares to the Company’s
officer for cash at the same share value evidenced by the issuances at a) above; |
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|
| d) |
the above steps resulted in a positive shareholders’
equity after the elimination of the entire balance of historical deficits. |
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
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 recurring expenses consist of minor administrative charges.
We have no assets.
We have minor unsecured liabilities.
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.
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
We have no off-balance sheet arrangements.
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, 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, as of the end of the period covered by this report. 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. All such weaknesses and deficiencies are principally due to our lack of employees
and financial resources.
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 March 31, 2025, our sole director and officer agreed to purchase
100,000 common shares for $8,819 cash.
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 October 31, 2025, there are 1,388,579 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.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended September 30, 2025, no director or officer
adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a)
of Regulation S-K.
Item 6. Exhibits
| Exhibit Number |
Description |
| 31.1 |
Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 |
| |
|
| 31.2 |
Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
| 32.1 |
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 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). |
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: November 6, 2025
| Conectisys Corporation |
/s/ Danilo Cacciamatta |
| (Registrant) |
Danilo Cacciamatta |
| |
(Chief Executive Officer) |
