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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended September 30, 2005 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission File Number 33-3560D
CONECTISYS CORPORATION
(Name of small business issuer in its charter)
COLORADO 84-1017107
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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24730 AVENUE TIBBITTS, SUITE 130, VALENCIA, CALIFORNIA 91355
(Address of principal executive offices)
(661) 295-6763
Issuer's telephone number (including area code)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None None
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) 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. YES |X| NO | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES |X| NO | |
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- KSB or any amendment to this Form 10-KSB. | |
The registrant's revenues for the twelve months ended September 30, 2005 were $0 (zero).
As of January 23, 2006, the aggregate market value of the common equity held by nonaffiliates of the registrant was approximately $2.7 million. The number of shares outstanding of the registrant's only class of common stock was 8,945,816,280 on January 23, 2006.
Transitional Small Business Disclosure Format (check one): YES | | NO |X|
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Company Overview
We were 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.
Since 1995, we have been engaged in the development of a low-cost automatic meter reading, or AMR, solution. We have developed a low-cost AMR solution that includes a proprietary system employing specialized hardware and software that will allow for residential and commercial applications. Our proprietary system is called H-Net[TM], which is a trademark of ConectiSys. Our H-Net[TM] system is currently comprised of two principal components: our H-Net[TM] 5.0 product, which itself is comprised of circuitry and a radio transmitter, and our H- Net[TM] BaseStation. Our H-Net[TM] 5.0 product is a component that is designed to be part of a digital energy meter to read and wirelessly transmit meter data to our H- Net[TM] BaseStation. Our H-Net[TM] BaseStation is designed to receive and relay the meter data over standard phone lines to a central location where the data is compiled and utilized.
We are continuing the development of our H-Net[TM] system. Our recent development efforts have focused on redesigning our H-Net[TM] circuitry from a three-board circuit to a two-board circuit. This redesign was completed in November 2005 and testing of our new H-Net[TM] circuitry has begun. We anticipate that production units with this new circuitry will be available by March 2006. We redesigned our H-Net[TM] circuitry to respond to redesigns of meter products by meter manufacturers. These redesigns by meter manufacturers were directed at reducing costs and resulted in reduced available space for integration of circuitry from third-party technology providers such as ConectiSys.
In August 2004, we submitted to the FCC our H-Net[TM] 5.0 product for approval for commercialization and sale and received FCC certification for this product in December 2004. In December 2004, we submitted to the FCC our H- Net[TM] BaseStation for approval for commercialization and sale and received FCC certification for this product in March 2005. Concurrently with the development of our H-Net[TM] BaseStation, which is a single-channel design, we have been developing an eight-channel H-Net[TM] BaseStation. Our eight- channel H-Net[TM] BaseStation is designed to communicate with up to 7,500 H- Net[TM] 5.0 product installations per network due to its multiple channel design and to deliver real-time energy consumption data at low-cost. In July 2005, we submitted to the FCC our eight-channel H-Net[TM] BaseStation product for approval for commercialization and sale and received FCC certification for this product in January 2006.
We have not yet sold any H-Net[TM] systems. However, we are actively pursuing sales of our H-Net[TM] systems with meter manufacturers and other companies in the energy industry. We have no history of revenues and have incurred significant losses since the beginning of the development of our H- Net[TM] system. We have significant accumulated and working capital deficits. As a result of our financial condition, our independent auditors have issued a report questioning our ability to continue as a going concern.
Industry Overview
Over the past several years, the AMR industry has undergone tremendous growth. Many factors have contributed to this growth, including:
o a surge in demand for wireless data transmission services that increase the efficiency of meter reading service companies;
o mandates by federal and state regulators requiring that the energy industry utilize automatic meter reading technologies and read meters with increased frequency;
o an apparent nation-wide trend toward deregulation of the energy industry, which may enable a large number of new energy service providers to enter the market who will require easily obtainable, accurate and comprehensive data regarding their customers' energy usage; and
o a growing preference among commercial, industrial and governmental enterprises for automation of remote data acquisition and collection activities through wired and wireless communications technologies.
Although the need for a comprehensive, low-cost AMR solution has become widespread, a viable solution remains unmet for many reasons, including the following:
o the high cost of hardware and installation of traditional wireless data collection processes employing technologies similar to cellular or other wireless data transmission towers;
o the failure of existing AMR systems to satisfy the mandates imposed by government regulations concerning the collection and transmission of data; and
o the failure of existing AMR systems to provide true two-way data communications, as a result of which those systems are less accurate and do not provide increases in efficiency allowed by two-way data communications systems.
Responding to the growing demand for communications services and increased competitive pressures, businesses and government organizations that rely heavily on information technology are devoting significant resources to the evaluation and purchase of data transmission products.
We estimate that there are approximately 125 million energy meters in the United States, approximately 12.5 million of which are located in California. Our goal is to achieve sufficient proliferation of our H-Net[TM] system so that it is installed in one percent of the energy meters in the United States or ten percent of the energy meters in the State of California. Initially, we intend our principal efforts to be focused on the deployment of our H-Net[TM] system in the State of California.
Our Strategy
We have strived to develop expertise relating to AMR systems and products. Our goal is to become a leading provider of products and services relating to data acquisition from remote locations and data collection at centralized locations. Our business strategy to achieve this goal includes the following elements:
o Develop strategic relationships. We have explored and intend to continue to explore the possibility of entering into strategic relationships with manufacturers of energy meters, utility companies, energy providers and others in order to promote the adoption of our H-Net[TM] system within the energy and AMR industries.
o Establish outsource manufacturing for full-scale commercial production. We have the means of outsourcing small-scale production of the products employed in our H-Net[TM] system. We intend to continue the cost- reduction phase of our H-Net[TM] system's development and in doing so, we
intend to examine various manufacturing alternatives, including strategic relationships with manufacturers of energy meters and third-party manufacturing of the products employed in our H-Net[TM] system for use in energy meters.
o Build market share for our products. We intend to establish ourselves as the source for comprehensive, low-cost AMR solutions and plan to focus on building our own market share for our H-Net[TM] system and further develop our H-Net[TM] system where market demand is identified. We also plan to develop new products and enhancements to meet or exceed the evolving requirements of both centralized and remote applications of our technologies.
o Intensify our marketing activities. As funds become available, we intend to invest in a comprehensive targeted, product-specific marketing program to raise awareness of ConectiSys and our H-Net[TM] system and in order to attract customers.
o Continue to develop wireless products. We intend to continue to invest in research and development of wireless products to meet the needs of the AMR industry. We believe that the expertise that we have developed in creating our existing H-Net[TM] system will enable us to enhance our products, develop new products and services and respond to emerging technologies in a cost-effective and timely manner.
Our H-Net[TM] System
Our H-Net[TM] system is designed to enable users to remotely read electronic energy usage meters without the necessity of someone traveling to and physically reading the meter. The predominant method of reading electronic meters is for an individual to travel to the site of the meter and make a record of the data compiled by that meter, either manually as a notation in a log book or electronically by inputting the data into a handheld or other electronic data retention device. In the case of a log book, the information is then typically recorded manually into a centralized database for energy usage tracking and billing purposes. In the case of a electronic data retention device, the information is typically downloaded to a centralized database for these purposes. Residential meters are customarily read on a monthly basis, allowing only a limited ability to track energy usage fluctuations over periods of less than one month. In addition, physical reading of meters is accompanied by the problem of reader error, causing inefficiencies resulting from necessary corrective procedures. Our H-Net[TM] system is designed to provide continuous meter- reading capabilities, address the inefficiencies that accompany physical meter reading and provide additional benefits to its users.
We believe that the anticipated deployment costs of our H-Net[TM] system are small compared to other AMR products because there are no cellular or other telecommunications or wireless towers to erect or expensive hardware infrastructure to install. We anticipate that all field installations and deployment programs of our H-Net[TM] system will be administered by United Telemetry Company, one of our two wholly-owned subsidiaries. The data collected by H-Net[TM]-equipped meters will be transmitted over the unlicensed ISM 900 MHz radio frequency band. Our H-Net[TM] system allows for high-density data transmissions, which we believe makes it ideal for metropolitan and other crowded areas where a large amount of data would normally be collected.
H-Net[TM]-Equipped Meters
Our H-Net[TM] system is comprised of the following three principal components that operate together to provide what we believe to be a comprehensive, low-cost AMR solution: H-Net[TM]-equipped meters, base stations and a network operating center. The first component of our H- Net[TM] system is an electronic meter put into service at a residence that is equipped with a circuit board that contains a memory module, microprocessor and a two-way radio transmission and receiver device that operates in the ISM 900 MHz radio
frequency band. This circuit board may also be retrofitted to some existing meters. We refer to each energy meter equipped with this circuit board and that is connected to our AMR network as an H-Net[TM]-equipped meter or a "node." With the installation of each H-Net[TM]-equipped meter, the existing installed H-Net[TM]-equipped meters self-configure by transmitting configuration data to other H-Net[TM]- equipped meters and receiving configuration data from other H- Net[TM]- equipped meters.
Base Stations
Our AMR network, when it is operational, will be partially comprised of these H-Net[TM]-equipped meters, each communicating to another with the final communication of data in a given communication cycle being transmitted to the second component of our H-Net[TM] system, a base station. We anticipate that a base station will be housed in a small metal box, no larger than the size of a shoe box, that contains a memory module, microprocessor, radio transmission and receiver device and a modem. The node and base station configuration is similar to a hub and spoke configuration, but rather than direct communication among each of the nodes and the base station, numerous nodes will communicate with one another in a web configuration with some nodes sending final transmission to the base station of the data collected by many other nodes. The base station is designed to receive data transmissions from various nodes in its local network and use its modem to place a local telephone call and transmit the data it has collected to the third component of our H-Net[TM] system, our network operating center. We anticipate that the base stations will deliver energy meter data four times an hour, twenty-four hours a day to our network operating center.
Network Operating Center
We plan to use a computer center located at our main office facility to store the information gathered from the H-Net[TM]-equipped meters. We call this computer center our network operating center. We have designed our network operating center to support up to 250,000 H-Net[TM]-equipped meters. We anticipate that our network operating center will be the central control center for our entire AMR network and will operate in a large geographic area. We plan to use the network operating center to archive all data for future use and as a protective measure against data loss or corruption. After the data archival process, we expect that the network operating center will handle uploading of the data to the Internet where it can be accessed by users directly and also downloaded through an interpreter software program into a utility company's or energy service provider's database. We anticipate that our network operating center will be administered by our wholly-owned subsidiary, eEnergyServices.com, Inc.
The H-Net[TM] Network
The H-Net[TM] network, once deployed, will be comprised of our network operating center and local networks, which in turn are each comprised of a base station and H-Net[TM]-equipped meters. Each H-Net[TM]-equipped meter can communicate with other H-Net[TM]-equipped meters that are up to a distance of approximately one-quarter mile away. We plan to install a base station for every H-Net[TM]-equipped meter area. Our base stations are designed to receive data transmissions from up to 7,500 H-Net[TM]-equipped meters. We have designed our system so that a base station can transmit the accumulated data it has received from the H-Net[TM]-equipped meters in its local network by telephone every fifteen minutes by using its modem to communicate with our network operating center. Once the data from the H- Net[TM]-equipped meters arrives from the base stations at the network operating center, the data can be assembled into various formats for billing customers as well as for management of energy purchasing and energy conservation programs.
Our H-Net[TM] system has certain limitations inherent in each local network, each of which is comprised of H-Net[TM]-equipped meters and a base station. Each local network has the following principal limitations:
o it can consist of a maximum of 7,500 H-Net[TM]-equipped meters;
o each H-Net[TM]-equipped meter must be within approximately one-quarter mile of another H-Net[TM]-equipped meter in the same local network; and
o the maximum radius of a local network is five miles.
In addition to the limitations described above, our H-Net[TM]-equipped meters transmit data using the ISM 900 MHz radio frequency band, which is an unlicensed frequency band. Because this frequency band is regulated, the H- Net[TM] system requires FCC approval for compliance and sales. In August 2004, we submitted to the FCC our H-Net[TM] 5.0 product for approval for commercialization and sale and received FCC certification for this product in December 2004. In December 2004, we submitted to the FCC our H-Net[TM] BaseStation for approval for commercialization and sale and received FCC certification for this product in March 2005. In July 2005, we submitted to the FCC our eight-channel H-Net[TM] BaseStation product for approval for commercialization and sale and received FCC certification for this product in January 2006.
H-Net[TM] Services
We plan to offer a wide variety of services to utility companies and energy service providers in addition to reading their customers' energy meters. We anticipate that these services will include energy management, data storage and archiving, and the provision of near real-time energy usage data in order to evaluate energy consumption and determine cost savings procedures. We plan to provide complete billing and accounting transaction services to utility companies and energy providers as well as to end-users of energy.
Our H-Net[TM] system employs new technology developed to allow utility companies and energy service providers to have a wireless network of intelligent meters, with each meter communicating with another and passing data back and forth, allowing near real-time energy consumption data to be collected. We believe that energy service providers will have an opportunity to save money by efficiently collecting accurate energy usage profiles and using this near real-time energy usage data to competitively bid for energy in the newly deregulated energy markets.
Our H-Net[TM] system has been designed so that an energy service provider can determine exactly how much electric power a metropolitan area, a neighborhood, or even an individual residence is using. Energy users who have H-Net[TM]-equipped meters will have the ability to check their energy consumption and billing rates in near real-time by obtaining this information over the Internet, which we believe will promote energy conservation.
H-Net[TM] Product Development and Pilot Programs
Our product development efforts are directed toward developing an AMR solution in the form of our H-Net[TM] system. We believe that our existing expertise in data transmission devices provides us with a strong technology base to pursue this objective. Our product development efforts focus on the following principles:
o Development of New Products and Technology. We plan to assess domestic and international market trends, with the focus of developing new products designed to meet emerging market demands. In developing new products, we plan to attempt to combine our existing technology base with new technologies to provide a broader range of automation and data communications and data acquisition solutions to end users.
o Improvement of Existing Technology. We seek to expand the features and functionality of our existing H-Net[TM] system technology through modifications and enhancements to meet the changing needs of the marketplace. We are reviewing the design of our products to determine areas of potential cost savings or enhanced product quality and reliability.
We believe our future success will depend, in part, upon our ability to expand and enhance the features of our H-Net[TM] system and to develop and introduce new products designed to meet changing customer needs on a cost- effective and timely basis. Consequently, failure by us to respond on a timely basis to technological developments, changes in industry standards or customer requirements, or any significant delay in product development or introduction, could have a material adverse effect on our business and results of operations. We cannot assure you that we will respond effectively to technological changes or new product announcements by others or that we will be able to successfully develop and market new products or product enhancements.
Beginning in 2000, we successfully launched and completed H-Net[TM] pilot test programs at various locations in southern California. In 2004, we began a pilot program in Los Angeles County, California with the cooperation of Southern California Edison. Our H-Net[TM] meters for this program were installed by Southern California Edison in May 2004 and the pilot program recorded real-time meter data seamlessly and error-free. In 2005, we began a pilot program in the City of Valencia resulting in twenty- five new direct access commercial and residential clients. We are expanding this pilot program and expect that it will continue to grow with additional commercial and residential clients.
We are in the process of evaluating meter manufacturers as potential business partners regarding the implementation of the H-Net[TM] system into their meters.
We are actively pursuing and planning other field testing programs with various utility companies and energy service providers across the country. However, we expect that future field testing programs will be in conjunction with the first stages of sales or licensing of our H-Net[TM] system to utility companies, energy service providers and other parties.
The H-Net[TM] Wireless Network Vision
We have designed and will continue to design our H-Net[TM] system to deliver a comprehensive and robust AMR solution that enables the realization of substantial efficiencies in the remote meter reading and centralized data collection contexts and that provides numerous features and services. In addition to its many other planned features and services, we are designing our H-Net[TM] system to:
o constantly monitor an end-user's energy meter and gather meter data and display it on the Internet in fifteen-minute intervals, twenty-four hours a day;
o allow the end-user to access an information link on the Internet taking them directly to the energy usage data transmitted by their H-Net[TM]- equipped meter;
o provide utility companies, and energy service providers with reliable and accurate electricity usage records;
o enable a utility company or an energy service provider to supply to end- users over the Internet information and special incentive offers regarding the use of energy at off-peak times, thereby improving energy conservation during critical peak periods. Other innovative offers may also be implemented such as pre-payment plans and direct purchases of additional energy over the Internet;
o allow an end-user to pay his or her energy bills over the Internet, at a very low administrative cost to the utility company and reduce billing delays;
o allow the monitoring of energy usage levels to ensure that utility companies and energy service providers are aware of any delivery problems, including power outages and energy thefts;
o provide utility companies with the ability of two-way communications to that they may determine which of their customers do not have power without the aid of customer service phone calls, thereby allowing service crews to be dispatched more efficiently. By using our H-Net[TM] system, we believe that utility companies will be in a position to know precisely when each end-user's service is restored and the exact duration of a power outage;
o enhance safety and convenience by allowing the remote delivery and termination of electricity, with all billing transactions completely automated. We plan to design our H-Net[TM] system to allow end-users to request over the Internet the delivery of electricity;
o allow the distribution of electricity more efficiently and inexpensively with energy usage and other vital data informing each decision through the entire energy supply channel. We believe that by using our H-Net[TM] system, energy purchasers can make precise forecasts of purchasing requirements, eliminating much of the over- and under-purchasing of energy that contributes to volatile wholesale energy prices;
o allow end-users who are preparing to terminate or switch energy service providers to use the Internet to inform the current energy service provider of the change. At a precise time, selected by the end-user, our H-Net[TM] system has the ability to read the end-user's H-Net[TM]- equipped meter, pass the information to the current energy service provider's system to produce a final bill, and disconnect the end-user's electricity. In the case of a change in an energy service provider, the data from an H-Net[TM]- equipped meter can automatically be routed to a new energy service provider; and
o enable lower energy costs as a result of its efficiencies, quicker transactions with less paperwork and reduced potential for error. Lower energy and transaction costs will assist the transition to an open, competitive market for energy.
Government Regulation
Our H-Net[TM] system is designed to comply with a significant number of industry standards and regulations, some of which are evolving as new technologies are deployed. In the United States, our H-Net[TM] system must comply with various regulations defined by the FCC, and Underwriters Laboratories, or other nationally-recognized test laboratories, as well as industry standards.
The regulatory approval process can be time-consuming and can require the expenditure of substantial resources. The failure of our H-Net[TM] system to comply, or delays in compliance, with the various existing and evolving standards could negatively impact our ability to sell or license our H- Net[TM] system. Government regulations regarding the manufacture, sale and implementation of products and systems similar to our H-Net[TM] system and other data communications devices are subject to future change. We cannot predict what impact, if any, such changes may have upon our business.
In August 2004, we submitted to the FCC our H-Net[TM] 5.0 product for approval for commercialization and sale and received FCC certification for this product in December 2004. In December 2004, we submitted to the FCC our H- Net[TM] BaseStation for approval for commercialization and sale and received
FCC certification for this product in March 2005. In July 2005, we submitted to the FCC our eight-channel H-Net[TM] BaseStation product for approval for commercialization and sale and received FCC certification for this product in January 2006.
We do not anticipate that any government regulations will hamper our efforts to deploy our H-Net[TM] system. Rather, the restructuring of the energy market in the United States has required the reading of energy meters much more frequently than the current practice of once a month, thus making the physical meter reading techniques currently in use inadequate. Our H-Net[TM] system is designed to meet various government regulations mandating frequent meter readings and we are attempting to position ourselves so that we will be a beneficiary of these mandates.
Operations
During the initial design and engineering phases for our H-Net[TM] system, we maintained low overhead costs and we plan to continue to do so until manufacturing and sales of our H-Net[TM] system are underway. We plan to hire additional personnel as needed during the coming year, including managerial, clerical, administration, sales, marketing, and customer service personnel.
We plan to lease suitable office facilities for our operations within the Southern California area. We plan to initially utilize existing manufacturers to produce our products and will therefore likely not have a short-term need to lease or build manufacturing facilities. We intend to operate not principally as a manufacturer of products, but as a provider of comprehensive, cost- effective AMR solutions, and we plan to outsource manufacturing of the hardware employed in our H-Net[TM] system in order to achieve the highest cost- efficiencies.
Anticipated Revenues and Marketing
Our H-Net[TM] system is designed to be a comprehensive, cost-effective AMR solution and an alternative to other AMR technologies and physical reading of meters. Our H-Net[TM] system is capable of providing meter data every fifteen minutes, twenty-four hours a day and nearly 3,000 times per month. We estimate that physical readings of a meter cost approximately $1.00 per reading. Our H- Net[TM] system is designed to meet the relatively low cost of physical meter reading while providing nearly 3,000 times more readings per month. We believe that the base cost to operate a fully-deployed H- Net[TM] system is approximately $.20 per meter per month, or approximately $.0000667 per reading.
We plan to license our H-Net[TM] system technology to meter manufacturers so that they may incorporate it into their meters. We plan on deriving a small royalty per meter sold for every H-Net[TM]-equipped meter. We anticipate that the predominant source of any future revenues will be through recurring monthly service charges for reading, archiving and supplying data from H-Net[TM]- equipped meters and from providing other services described in more detail above. However, despite our belief of the cost-effectiveness and significant advantages of our H-Net[TM] system over physical meter reading practices and other AMR technologies, there can be no assurances that the market we intend to target will adopt or accept our H-Net[TM] system or that we will earn any significant revenues. See "Risk Factors."
We have developed a marketing plan that was formulated to help us achieve the following objectives:
o acquisition and retention of strategic beta test placement locations for H-Net[TM]-equipped meters;
o formation of synergistic partnerships with energy service providers, utilities companies and internet service providers, including joint ventures, license arrangements and strategic alliances;
o participation in H-Net[TM]-equipped meter manufacturing partnerships and acquisition of Internet commerce sponsorship;
o promotion of unique features and specialized services of our H-Net[TM] system; and
o creation of industry awareness by implementing a public relations and marketing campaign along with establishing a relationship with regulatory agencies of the State of California and other states in an attempt to facilitate a long-term solution for the nation's energy needs.
The current principal target of our marketing and sales efforts is the utility and energy service provider industries. These industries consist of a wide variety of organizations that use data communications in an automated process application, such as utilities and energy management companies. Responding to deregulation and other major changes taking place within the industry, electric power utility companies have become leading advocates in promoting the implementation of automation and technological advancement as a means of achieving cost savings as they enter the competitive arena. Utility companies are automating numerous distinct processes within their operating systems. Our H Net[TM] system is designed for and is expected to be sold for use in:
o the AMR context, which is intended primarily to eliminate the expense and inefficiencies of human meter readers and also is intended to provide data archival and delivery services as well as additional value-added services for the end-user; and
o distribution automation, which is the remote monitoring and control of power distribution networks. These control systems are often referred to as SCADA systems. SCADA is an acronym for Supervisory Control and Data Acquisition.
If sufficient funds are not available for full deployment of our H-Net[TM] system, it is our intention to license our H-Net[TM] technology to various sectors of the energy industry, including meter manufacturers for integration into their meters. We also may license our software and software systems for archival of the data transmitted by H-Net[TM]-equipped meters to various utility companies and energy service providers. Under this scenario, we would also supply support and technical assistance to these various sectors of the energy industry while collecting revenues solely in the form of fees for licensing and support and technical assistance. We expect any revenue from this alternate strategy to be far less than our active participation in the collecting and archiving of meter data and the ancillary services described in greater detail above.
Competition
Many companies have developed data transmission products designed to meet the growing demand for AMR solutions. We anticipate that our H-Net[TM] system will compete on the basis of features, price, quality, reliability, name recognition, product breadth and technical support and service. We believe that we generally will be competitive in each of these areas. However, many of our existing and potential competitors have significantly more financial, engineering, product development, manufacturing and marketing resources than we have. We cannot assure you that our competitors will not introduce comparable or superior products incorporating more advanced technology at lower prices, or that other changes in market conditions or technology will not adversely affect our ability to compete successfully in the future. We perceive the following companies as being the principal competition to our AMR solution in the form of our H-Net[TM] system:
Itron Inc. Itron provides and has installed AMR systems
worldwide. Itron provides "drive-by" automated
meter reading equipment.
CellNet Data Systems CellNet provides fixed-network wireless AMR systems
and has installed systems in Kansas City,
Minneapolis, San Francisco, Indianapolis, and
through Puget Sound Power. CellNet has technology
alliances with the major energy meter manufacturers
and was recently acquired by Schlumberger.
Schlumberger Ltd. Schlumberger's Resource Management Systems Division
has deployed meter reading systems that include
hand- held meter reading devices. Schlumberger
recently acquired CellNet and Metricom.
Hunt Technologies, Inc. Hunt provides power line carrier AMR systems with
capabilities including substation switching. The
market niche for Hunt's AMR systems is rural
electric cooperatives.
Metricom Corporation Metricom provides wireless communication networks
with fixed-wireless networks installed in the San
Francisco Bay Area, Seattle, Washington, D.C., and
at universities. Metricom and Whisper
Communications, Inc. have formed an alliance to
provide AMR systems. Their AMR systems are
installed at KN Energy and Pacific Gas & Electric
Company. Metricom recently was acquired by
Schlumberger.
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We believe that we will be the only company able to collect data transmitted from H-Net[TM]-equipped meters, thereby ensuring our competitive advantage once we are able to achieve sufficient proliferation of our H- Net[TM]-equipped meters.
Customers
We do not currently have revenue-generating customers. We have not yet sold any H-Net[TM] systems. However, we are actively pursuing sales of our H- Net[TM] systems with meter manufacturers and other companies in the energy industry. We anticipate that once we commercially produce and install our H- Net[TM] system, our customers will include energy meter manufacturers, energy service providers, utility companies and end-users of energy.
Intellectual Property
We currently rely on a combination of contractual rights, copyrights, trademarks and trade secrets to protect our proprietary rights. However, although our H-Net[TM] system and its constituent components could benefit from patent protection, we have chosen to retain the proprietary rights associated with our H-Net[TM] system predominantly as trade secrets. Although we currently rely to a great extent on trade secret protection for much of our technology, we cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop comparable or superior technologies or obtain unauthorized access to our proprietary technology.
We own, license or have otherwise obtained the right to use certain technologies incorporated in our H-Net[TM] system. We may receive infringement claims from third parties relating to our products and technologies. In those cases, we intend to investigate the validity of the claims and, if we believe the claims have merit, to respond through licensing or other appropriate actions. To the extent claims relate to technology included in components
purchased from third-party vendors for incorporation into our products, we would forward those claims to the appropriate vendor. If we or our component manufacturers are unable to license or otherwise provide any necessary technology on a cost-effective basis, we could be prohibited from marketing products containing that technology, incur substantial costs in redesigning products incorporating that technology, or incur substantial costs defending any legal action taken against us.
Employees
We have three full time employees and a six person advisory board. Our employees are involved in executive, corporate administration, operations, and sales and marketing functions. We also use the services of outside consultants and experts on many of our projects to help reduce costs. We consider our relations with our employees to be good. None of our employees is represented by a labor union.
ITEM 2. DESCRIPTION OF PROPERTY.
Our principal center of operations is located at 24730 Avenue Tibbitts, Suite 130, Valencia, California 91355. This 1,000 square foot space is leased for approximately $1,260 per month.
We have entered into a new three-year lease for property located at 24307 Magic Mountain Parkway, Suite 41, Valencia, California 91355. This new location will be available to us on February 1, 2006 and will serve as our new principal center of operations. This 1,100 square foot space will be leased for approximately $2,200 per month.
We believe that our facilities are adequate for our needs for the near future.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any material pending legal proceedings. We are subject to legal proceedings, claims and litigation arising in the ordinary course of business. While the amounts claimed may be substantial, the ultimate liability cannot presently be determined because of considerable uncertainties that exist. Therefore, it is possible the outcome of such legal proceedings, claims and litigation could have a material effect on quarterly or annual operating results or cash flows when resolved in a future period. However, based on facts currently available, management believes such matters will not have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
In connection with the special meeting of stockholders held on August 10, 2005, the holders of shares of our common stock as of June 27, 2005 were asked:
PROPOSAL 1. To elect three directors to our board of directors;
PROPOSAL 2. To consider and vote upon a proposal to approve an amendment to our Articles of Incorporation to increase our authorized shares of common stock from 7.5 billion shares to 15 billion shares; and
PROPOSAL 3. To ratify the selection of Hurley & Company as our independent certified public accountants to audit the financial statements of ConectiSys for the year ending September 30, 2005.
Each of the three proposals described above is described more particularly in our definitive proxy statement filed with the Securities and Exchange Commission on June 24, 2005 pursuant to Section 14(a) of the Securities Exchange Act of 1934 and was approved by our stockholders by the votes set forth below:
PROPOSAL 1:
Class A Preferred Stock Common Stock
----------------------- -------------------------
For Against For Withheld
------- ----------- ------------- -----------
Robert A. Spigno -- -- 3,283,693,519 185,790,324
Lawrence Muirhead -- -- 3,320,363,611 149,120,232
Melissa McGough -- -- 3,338,572,643 130,911,200
PROPOSAL 2:
Class A Preferred Stock Common Stock
---------------------------- -----------------------------------
For Against Abstain For Withheld Abstain
----- --------- ---------- ------------- ----------- ----------
-- -- -- 2,944,058,184 517,674,803 7,750,856
PROPOSAL 3:
Class A Preferred Stock Common Stock
---------------------------- -----------------------------------
For Against Abstain For Withheld Abstain
----- --------- ---------- ------------- ----------- ----------
-- -- -- 3,364,552,652 36,735,913 66,758,078
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information
The following table shows the high and low closing bid prices of our common stock for the periods presented, as obtained from Pink Sheets LLC, a research service that compiles quote information reported on the National Association of Securities Dealers composite feed or other qualified interdealer quotation medium. The quotations listed below reflect interdealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions. Our common stock trades on the OTC Bulletin Board(R) under the symbol "CNES."
Price Range
-----------
High Low
-------- --------
Year Ended September 30, 2004:
First Quarter (October 1 - December 31)............$ 0.0069 $ 0.0022
Second Quarter (January 1 - March 30).............. 0.0055 0.0023
Third Quarter (April 1 - June 30).................. 0.0047 0.0012
Fourth Quarter (July 1 - September 30)............. 0.0013 0.0005
Year Ended September 30, 2005:
First Quarter..................................... $ 0.0095 $ 0.0006
Second Quarter.................................... 0.0066 0.0015
Third Quarter..................................... 0.0020 0.0005
Fourth Quarter.................................... 0.0006 0.0002
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As of January 23, 2006, we had 8,945,816,280 shares of common stock outstanding and held of record by approximately 800 shareholders, and the high and low sale prices of a share of our common stock on the OTC Bulletin Board on that date were $.0003 and $.0002, respectively. Within the holders of record of our common stock are depositories such as Cede & Co. that hold shares of stock for brokerage firms which, in turn, hold shares of stock for beneficial owners.
We have never paid cash dividends on our common stock and do not currently intend to pay cash dividends on our common stock in the foreseeable future. We are restricted from paying dividends on our common stock under state law, and the terms of our secured convertible debentures. We currently anticipate that we will retain any earnings for use in the continued development of our business.
Recent Sales of Unregistered Securities
In October 2004, we issued an aggregate of 62,139,237 shares of common stock to four accredited investors upon conversion of an aggregate of approximately $14,500 in principal and related interest on our convertible debentures.
In November 2004, we issued 23,500,000 shares of common stock to a creditor in consideration for a reduction in debt in the amount of $10,500.
In November 2004, we issued 5,300,000 shares of common stock valued at $53,000 to a consultant for services rendered.
In November 2004, we issued an aggregate of 83,488,963 shares of common stock to four accredited investors upon conversion of an aggregate of approximately $20,500 in principal and related interest on our convertible debentures.
In December 2004, we issued 20,000,000 shares of common stock valued at $20,000 to a consultant for services rendered.
In December 2004, we issued an aggregate of 354,840,153 shares of common stock to four accredited investors upon conversion of an aggregate of $147,200 in principal and related interest on our convertible debentures.
In January 2005, we issued 4,000,000 shares of common stock in a private offering to one accredited investor in exchange for $5,000 in cash.
In January 2005, we issued an aggregate of 388,199,753 shares of common stock to four accredited investors upon conversion of an aggregate of $297,404 in principal plus related interest on our convertible debentures.
In February 2005, we issued an aggregate of 259,976,989 shares of common stock to four accredited investors upon conversion of an aggregate of $232,500 in principal plus related interest on our convertible debentures.
In March 2005, we issued an aggregate of 1,199,630,444 shares of common stock to four accredited investors upon conversion of an aggregate of $1,072,020 in principal plus related interest on our convertible debentures.
In March 2005, we issued an aggregate of 271,500,000 shares of common stock valued at $278,862 to four consultants as compensation for services rendered.
In March 2005, we issued an aggregate of 41,000,000 shares of common stock in exchange for the cancellation of $41,000 of debt.
On March 17, 2005, we issued 8% callable secured convertible notes in an aggregate principal amount of up to $1.4 million in a private offering to four accredited investors. The investors, if certain conversion limitations are disregarded, are beneficial owners of 5% or more of our outstanding shares of common stock. The debentures initially were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intraday trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of up to 2,800,000 shares of common stock at a per share exercise price equal to $.002.
In April 2005, we issued 30,000,000 shares of common stock valued at $25,000 to a consultant for services rendered.
In April 2005, we issued an aggregate of 693,701,433 shares of common stock to four accredited investors upon conversion of an aggregate of $310,980 in principal plus related interest on our convertible debentures.
In May 2005, we issued an aggregate of 450,700,284 shares of common stock to four accredited investors upon conversion of an aggregate of $140,400 in principal plus related interest on our convertible debentures.
In June 2005, we issued an aggregate of 85,315,620 shares of common stock to three accredited investors upon conversion of an aggregate of $20,400 in principal on our convertible debentures.
In July 2005, we issued an aggregate of 540,000,000 shares of common stock to four accredited investors upon conversion of an aggregate of $96,000 in principal on our convertible debentures.
In July 2005, we issued an aggregate of 252,000,000 shares of common stock valued at $91,200 to two consultants as compensation for services rendered.
In August 2005, we issued an aggregate of 1,452,400,000 shares of common stock to four accredited investors upon conversion of an aggregate of $174,288 in principal plus related interest on our convertible debentures.
In September 2005, we issued an aggregate of 40,000,000 shares of common stock to four accredited investors upon conversion of an aggregate of $3,200 in principal plus related interest on our convertible debentures.
Exemption from the registration provisions of the Securities Act of 1933 for the transactions described above is claimed under Section 4(2) of the Securities Act of 1933, among others, on the basis that such transactions did not involve any public offering and the purchasers were sophisticated with access to the kind of information registration would provide.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes and the information included under the caption "Risk Factors" included elsewhere in this document. Except for historical information, the following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions and our current beliefs regarding revenues we might earn if we are successful in implementing our business strategies. See "Special Note Regarding Forward-Looking Statements" for further information regarding forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements as a result of a number of factors, many of which are beyond our control, including those factors discussed under "Risk Factors" and other headings in this document, which could, among other things, cause the price of our common stock to fluctuate substantially.
Overview
Since 1995, we have been engaged in the development of a low-cost automatic meter reading, or AMR, solution. We have developed a low-cost AMR solution that includes a proprietary system employing specialized hardware and software that will allow for residential and commercial applications. Our proprietary system is called H-Net[TM], which is a trademark of ConectiSys. Our H-Net[TM] system is currently comprised of two principal components: our H-Net[TM] 5.0 product, which itself is comprised of circuitry and a radio transmitter, and our H- Net[TM] BaseStation. Our H-Net[TM] 5.0 product is a component that is designed to be part of a digital energy meter to read and wirelessly transmit meter data to our H- Net[TM] BaseStation. Our H-Net[TM] BaseStation is designed to receive and relay the meter data over standard phone lines to a central location where the data is compiled and utilized.
We are continuing the development of our H-Net[TM] system. Our recent development efforts have focused on redesigning our H-Net[TM] circuitry from a three-board circuit to a two-board circuit. This redesign was completed in November 2005 and testing of our new H-Net[TM] circuitry has begun. We anticipate that production units with this new circuitry will be available by March 2006. We redesigned our H-Net[TM] circuitry to respond to redesigns of meter products by
meter manufacturers. These redesigns by meter manufacturers were directed at reducing costs and resulted in reduced available space for integration of circuitry from third-party technology providers such as ConectiSys.
In August 2004, we submitted to the FCC our H-Net[TM] 5.0 product for approval for commercialization and sale and received FCC certification for this product in December 2004. In December 2004, we submitted to the FCC our H- Net[TM] BaseStation for approval for commercialization and sale and received FCC certification for this product in March 2005. Concurrently with the development of our H-Net[TM] BaseStation, which is a single-channel design, we have been developing an eight-channel H-Net[TM] BaseStation. Our eight-channel H-Net[TM] BaseStation is designed to communicate with up to 7,500 H- Net[TM] 5.0 product installations per network due to its multiple channel design and to deliver real-time energy consumption data at low-cost. In July 2005, we submitted to the FCC our eight-channel H-Net[TM] BaseStation product for approval for commercialization and sale and received FCC certification for this product in January 2006.
We have not yet sold any H-Net[TM] systems. However, we are actively pursuing sales of our H-Net[TM] systems with meter manufacturers and other companies in the energy industry. We have no history of revenues and have incurred significant losses since the beginning of the development of our H- Net[TM] system. We have a significant accumulated deficit and a deficiency in working capital. As a result of our financial condition, our independent auditors have issued a report questioning our ability to continue as a going concern.
Critical Accounting Policies and Estimates
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.
The following discussion and analysis is based upon our financial statements, which have been prepared using accounting principles generally accepted in the United States of America. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses, and assets and liabilities, during the periods reported. Estimates are used when accounting for certain items such as depreciation, likelihood of realization of certain assets, employee compensation programs and valuation of intangible assets. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates.
Going Concern Assumption
We have based our financial statements on the assumption of our operations continuing as a going concern. As a result, we continue to depreciate fixed assets and show certain debts as long-term. As of September 30, 2005, we had a deficiency in working capital of approximately $2.8 million and had incurred continual net losses since our return to the development stage in fiscal 1994 of approximately $32.0 million, which raise substantial doubt about our ability to continue as a going concern. Our plans for correcting these deficiencies include the future sales and licensing of our products and technologies, and the raising of capital through the issuance of common stock and from continued officer advances, which are expected to help provide us with the liquidity necessary to meet operating expenses. An investor group has advanced us an aggregate amount of approximately $4.7 million. During the fiscal year ended September 30, 2005, the same investor group agreed to advance us up to an additional $1.4 million in gross proceeds. In fiscal 2005, we received $1.4 million in gross proceeds in connection with this financing. Over the longer- term, we plan to achieve profitability through our operations from the sale and licensing of our H-Net [TM] automatic meter-reading system. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of the recorded asset amounts or the amounts
and classification of liabilities that might be necessary should we be unable to continue our existence.
Stock-Based Compensation
Our compensation of consultants and employees with our capital stock is recorded and/or disclosed at estimated market value. The volatile nature of the price of our common stock causes wide disparities in certain valuations.
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-based Compensation," establishes a fair value method of accounting for stock-based compensation plans and for transactions in which an entity acquires goods or services from non-employees in exchange for equity instruments. We adopted this accounting standard on January 1, 1996. SFAS No. 123 also encourages, but does not require, companies to record compensation cost for stock-based employee compensation. We have chosen to account for stock-based compensation utilizing the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair market value of our common stock at the date of grant over the amount an employee must pay to acquire the stock. Also, in accordance with SFAS No. 123, we have provided footnote disclosures in our financial statements with respect to stock-based employee compensation. The cost of stock-based compensation is measured at the grant date on the value of the award, and this cost is then recognized as compensation expense over the service period. The value of the stock-based award is determined using a pricing model whereby compensation cost is the excess of the fair market value of the stock as determined by the model at the grant date or other measurement date over the amount an employee must pay to acquire the stock.
Shares of our common stock issued in exchange for goods or services are valued at the cost of the goods or services received or at the market value of the shares issued, depending on the ability to estimate the value of the goods or services received.
Comparison of Results of Operations for the Fiscal Years Ended September 30, 2005 and 2004
We did not generate any revenues for the fiscal years ended September 30, 2005 and September 30, 2004. Cost of sales for fiscal 2005 was $245,427 as compared to $95,879 for fiscal 2004, representing an increase of $149,548, or 156%. This increase in cost of sales primarily was due to an increase in production of models and prototypes of our H-Net[TM] products that are used for sales and marketing purposes.
General and administrative expenses increased by $216,676, or 15%, to $1,676,520 for fiscal 2005 as compared to $1,459,844 for fiscal 2004. This increase in general and administrative expenses primarily was due to increased legal and accounting fees.
Interest expense decreased by $807,907, or 32%, to $1,715,198 during fiscal 2005 as compared to $2,523,105 for fiscal 2004. This decrease in interest expense primarily was due to a decrease in net borrowings under our convertible debentures and other debt during fiscal 2005.
Net loss for fiscal 2005 decreased by $1,096,144, or 26%, to $3,132,683 as compared to a net loss of $4,228,827 for fiscal 2004. The decrease in net loss was primarily due to the decrease in interest expense as described above and $504,462 in debt forgiveness income recognized in fiscal 2005 as compared to a $150,000 legal settlement expense incurred in fiscal 2004. These amounts were partially offset by increased general and administrative expenses as described above.
Liquidity and Capital Resources
During the twelve months ended September 30, 2005, we financed our operations solely through private placements of securities. We are actively pursuing sales of our H-Net[TM] systems with meter manufacturers and other companies in the energy industry. However, we have not yet sold any H- Net[TM] systems. We have no history of revenues and have incurred significant losses since the beginning of the development of our H-Net[TM] system. We have significant accumulated and working capital deficits. As a result of our financial condition, our independent auditors have issued a report questioning our ability to continue as a going concern. Our consolidated financial statements as of and for the years ended September 30, 2005 and 2004 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 September 30, 2005, we had a working capital deficit of approximately $2.8 million and an accumulated deficit of approximately $32.7 million. As of that date, we had approximately $519,000 in cash and cash equivalents. We had accounts payable and accrued compensation expenses of approximately $2.0 million. We had other current liabilities, including amounts due to officers, accrued interest, notes payable and current portion of long term debt of approximately $1.5 million, including debts incurred prior to the beginning of fiscal year 2005. 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 $1.3 million for both the twelve months ended September 30, 2005 and the twelve months ended September 30, 2004. Cash used in our investing activities totaled approximately $34,000 for the twelve months ended September 30, 2005 as compared to approximately $8,000 for the twelve months ended September 30, 2004.
Cash provided by our financing activities totaled approximately $1.3 million for the twelve months ended September 30, 2005 as compared to approximately $1.9 million for the twelve months ended September 30, 2004. We raised all of the cash provided by financing activities during the twelve months ended September 30, 2005 from the issuance of common stock, convertible debentures and/or promissory notes.
As of the following dates, we were in default in the repayment of principal and interest in the corresponding amounts set forth below on our secured convertible debentures due as of those dates:
Principal Current
Amount($) Principal
Default Date at Default Date Amount($)
------------ --------------- --------------
December 3, 2004 50,000 18,001
December 31, 2004 50,000 50,000
February 18, 2005 50,000 50,000
March 4, 2005 250,000 239,200
------------- ------------
Total: $ 500,000 $ 357,201
============= ===========
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As of January 23, 2006, each of these defaults, other than with respect to payment of principal amounts which have been paid subsequent to the corresponding default date, was continuing and we were in payment default under convertible debentures in the aggregate principal amount of approximately $357,201 plus related interest on those debentures. As of that date, we also were in default under our obligations to register for resale shares of our common stock underlying certain of our outstanding convertible debentures and
notes. 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 and notes issued prior to our convertible notes issued in March 2005. As of that date, we owed accrued and unpaid interest on our convertible debentures and notes in an aggregate amount of approximately $257,000 net of approximately $105,000 of prepaid interest. As of January 23, 2006, as a result of the above defaults, the holders of our secured convertible debentures and notes were entitled to pursue their rights to foreclose upon their security interest in all of our assets. However, as of that date, other than the receipt of a notice of default, we were not aware of any action taken by the holders of our secured convertible debentures and notes to pursue such rights, and as of that date we also were not aware of any other legal or similar action taken by those holders to enforce their rights or as a result of our defaults under those secured convertible debentures and notes.
We plan to register for resale with the Securities and Exchange Commission a portion of the shares of common stock underlying the convertible debentures and notes under which we are in default and expect that the convertible debentures and notes ultimately will be converted into shares of our common stock and that we therefore will not be obligated to repay the outstanding principal and accrued and unpaid interest amounts on those debentures and notes.
As of January 23, 2006, we had issued the following secured convertible debentures and notes, which provide for interest at the rate of 12% per annum, except for the notes issued in March 2005, which provide for interest at the rate of 8% per annum, and warrants to purchase common stock to various accredited inventors in connection with debenture and note offering transactions:
Original Net Remaining Accrued and Warrants
Principal Proceeds to Principal Unpaid Issued in
Issuance Date Amount ($) ConectiSys ($)(1) Amount ($) Interest ($)(2) Offering(#)
--------------- ---------- ----------------- ---------- ---------------- -----------
March 29, 2002... $ 300,000 $ 225,000 $ - $ 27,300 -
May 10, 2002..... 150,000 125,000 - 36,000 -
June 17, 2002.... 300,000 238,000 - 72,000 -
November 27, 2002 200,000 144,000 - - 1,000,000
March 3, 2003.... 150,000 100,000 - 27,700 750,000
May 12, 2003..... 150,000 100,000 - 36,000 750,000
November 25, 2003 100,000 76,000 - 24,000 500,000
December 3, 2003 50,000 31,000 18,001 12,300 250,000
December 31, 2003 50,000 44,000 50,000 12,400 250,000
February 18, 2004 50,000 35,000 50,000 11,600 250,000
March 4, 2004.... 250,000 203,000 239,200 56,000 1,250,000
April 19, 2004... 250,000 165,000 - - 750,000
June 30, 2004.... 625,000 452,000 - - 1,875,000
September 9, 2004 625,000 482,000 - - 1,875,000
March 17, 2005 1,400,000 1,148,000 1,120,561 46,700 2,800,000
----------- ----------- ------------ ---------- ----------
Total: $4,650,000 $3,568,000 $1,477,762 $362,000 12,300,000
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(1) Amounts are approximate and represent net proceeds after deducting
expenses incurred in connection with the offering as well as expenses
for legal fees incurred in connection with preparation of reports and
statements filed with the Securities and Exchange Commission.
(2) Amounts are approximate and represent accrued and unpaid interest
outstanding as of January 23, 2006. The total amount of accrued and
unpaid interest does not account for approximately $105,000 of
outstanding pre-paid interest.
Each of the above outstanding secured convertible debentures or notes, except for the convertible notes issued in March 2005, are due one year following their respective issuance dates. The convertible notes issued in
March 2005 are due two years following their issuance dates. The conversion price of our secured convertible debentures is the lower of 40% of the average of the three lowest intra-day trading prices of a share of our common stock on the OTC Bulletin Board 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 November and December 2003 and the February, March, April, June and September 2004 convertible debentures and the March 2005 convertible notes. As of January 23, 2006, the applicable conversion price was approximately $.00008 per share.
Our continued operations are dependent on securing additional sources of liquidity through debt and/or equity financing.
As indicated above, our consolidated financial statements as of and for the years ended September 30, 2005 and 2004 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 report and in Note 1 to our consolidated financial statements for the years ended September 30, 2005 and 2004 included in this report, we have suffered recurring losses from operations and at September 30, 2005 had substantial 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 report 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. Our current convertible debenture and note investors have provided us with an aggregate of approximately $4.7 million in financing to date. No assurances can be given that they will provide any additional financing in the future. Our current secured convertible debenture and note 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 and note investors, all of which provisions will restrict our ability to obtain debt and/or equity financing from any investor other than our current investors.
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.
Effect of Inflation
Inflation did not have any significant effect on our operations during the twelve months ended September 30, 2005. Further, inflation is not expected to have any significant effect on our future operations.
Impact of New Accounting Pronouncements
The Financial Accounting Standards Board, or FASB, has established new accounting pronouncements. We do not expect the adoption of these pronouncements to have a material impact on our financial position, results of operations or cash flows.
In June 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections," which will require entities that voluntarily make a change in accounting principle to apply that change retroactively to prior periods' financial statements unless this would be impracticable. SFAS No. 154 supersedes Accounting Principles Board Opinion No. 20, "Accounting Changes" ("APB No. 20"), which previously required that most voluntary changes in accounting principle be recognized by including in the current period's net income the cumulative effect of changing to the new accounting principle. SFAS No. 154 also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. Another significant change in practice under SFAS No. 154 will be that if an entity changes its method of depreciation, amortization, or depletion for long-lived, non-financial assets, the change must be accounted for as a change in accounting estimate. Under APB No. 20, such a change would have been reported as a change in accounting principle. SFAS No. 154 applies to accounting changes and error corrections that are made in fiscal years beginning after December 15, 2005. The provisions of SFAS No. 154 did not affect our consolidated financial statements.
In December 2004, the FASB issued SFAS No. 123 (Revised), "Share-Based Payment" (SFAS No. 123R"). SFAS No. 123R is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes APB Opinion No. 125, "Accounting for Stock issued to Employees," and its related implementation guidelines. This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. Public entities are now required to measure liabilities incurred to employees in share-based payment transactions at fair value. Nonpublic entities may elect to continue to measure their liabilities to employees incurred in share-based payment transactions at their intrinsic value. This Statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS No. 123 as originally issued and EITF Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with selling, goods or Services." This Statement is effective for public entities that file as small business issuers as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The provisions of SFAS No. 123R are not expected to have a material impact on our consolidated financial statements.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29." SFAS No. 153 eliminates the exception to account for non-monetary exchanges of similar productive assets at carrying value and replaces it with a general exception for exchanges of non- monetary assets that do not have commercial substance; otherwise, the exchange principal of fair value applies. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non- monetary exchanges occurring in fiscal periods beginning after June 15, 2005. The provisions of SFAS No. 153 are not expected to have a material impact on our consolidated financial statements.
Risk Factors
An investment in our common stock involves a high degree of risk. In addition to the other information in this report, you should carefully consider the following risk factors before deciding to invest in shares of our common stock. If any of the following risks actually materializes, it is likely that our business, financial condition and operating results would be harmed. As a result, the trading price of our common stock could decline, and you could lose part or all of your investment.
Risks Related to Our Business
Our default on the repayment of the convertible debentures or notes held by certain security holders could have a material and adverse effect on our business, prospects, results of operations or financial condition.
Unpaid principal and accrued and unpaid interest on our convertible debentures and notes becomes immediately due and payable from one to two years from their dates of issuance, depending on the debenture or note, or earlier in the event of a default. The events of default under the convertible debentures and notes are similar to those customary for convertible debt securities, including breaches of material terms, failure to pay amounts owed, delisting of our common stock from the OTC Bulletin Board or failure to comply with the conditions of listing on the OTC Bulletin Board.
As of January 23, 2006, we were in payment default under convertible debentures in the aggregate principal amount of approximately $357,201 plus related interest on those debentures. As of that date, we also were in default under our obligations to register for resale shares of our common stock underlying certain of our outstanding convertible debenture. 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 issued prior to our convertible notes issued in March 2005. As of January 23, 2006, we owed principal and accrued and unpaid interest on our convertible debentures and notes in an aggregate amount of approximately $1,735,000 net of approximately $105,000 of prepaid interest.
As of January 23, 2006, as a result of the above defaults, the holders of our secured convertible debentures and notes were entitled to pursue their rights to foreclose upon their security interest in all of our assets. In the event that the holders of our secured convertible debentures and notes foreclose upon their security interest in all of our assets, we could lose all of our assets, including our intellectual property and other technology associated with our H-Net[TM] system, which would have a material and adverse effect on our business, prospects, results of operations and financial condition. In addition, the holders of our secured convertible debentures and notes were entitled to demand immediate repayment of the outstanding principal amounts of the debentures and notes and any accrued and unpaid interest. The cash required to repay such amounts would likely have to be taken from our working capital. Since we rely on our working capital to sustain our day to day operations and the development of our H- Net[TM] system, a default on the convertible debentures or notes could have a material and adverse effect on our business, prospects, results of operations or financial condition.
We have no history of revenues, have incurred significant losses, expect continued losses and may never achieve profitability. If we continue to incur losses, we may have to curtail our operations, which may prevent us from successfully deploying our H-Net[TM] wireless meter reading system.
We have no history of revenues, have not been profitable and expect continued losses. Historically, we have relied upon cash from financing activities to fund all of the cash requirements of our activities and have incurred significant losses and experienced negative cash flow. As of September 30, 2005, we had an accumulated deficit of approximately $32.7 million. For our fiscal year ended September 30, 2005, we incurred a net loss of approximately $3.1 million and for our fiscal year ended September 30, 2004, we incurred a
net loss of approximately $4.2 million. We cannot predict when we will become profitable or if we ever will become profitable, and we may continue to incur losses for an indeterminate period of time and may never achieve or sustain profitability. An extended period of losses and negative cash flow may prevent us from successfully deploying our H-Net[TM] wireless meter reading system, or our H-Net[TM] system, and operating or expanding our business. As a result of our financial condition, our independent auditors have issued a report questioning our ability to continue as a going concern.
Our significant losses have resulted principally from costs incurred in connection with the development of our H-Net[TM] system and from costs associated with our administrative activities. We expect our operating expenses to dramatically increase as a result of our planned deployment of our H-Net[TM] system. Since we have only recently completed the development of our H-Net[TM] system, have no operating history and no existing sources of revenues, we cannot assure you that our business will ever become profitable or that we will ever generate sufficient revenues to meet our expenses and support our planned activities. Even if we are able to achieve profitability, we may be unable to sustain or increase our profitability on a quarterly or annual basis.
Our independent auditors have issued a report questioning our ability to continue as a going concern. This report may impair our ability to raise additional financing and adversely affect the price of our common stock.
The report of our independent auditors contained in our financial statements for the years ended September 30, 2005 and 2004 includes a paragraph that explains that we have incurred substantial losses and have a working capital deficit. This report raises substantial doubt about our ability to continue as a going concern. Reports of independent auditors questioning a company's ability to continue as a going concern are generally viewed unfavorably by analysts and investors. This report may make it difficult for us to raise additional debt or equity financing necessary to continue the development and deployment of our H-Net[TM] system. We urge potential investors to review this report before making a decision to invest in ConectiSys.
Without substantial additional financing, we may be unable to achieve the objectives of our current business strategy, which could force us to delay, curtail or eliminate our product and service development programs.
We require additional financing to produce cost-reduced hardware for our H- Net[TM] system capable of large-scale manufacturing and to complete the development of our H-Net[TM] system. We also require additional funding to obtain and implement contracts and joint venture agreements with meter manufacturers. If we are unable to obtain this financing, we could be forced to delay, curtail or eliminate certain product and service development programs or entirely abandon our planned deployment of our H- Net[TM] system. In addition, our inability to obtain financing could have such a material adverse effect on our business, prospects, results of operations or financial condition, that we may be forced to restructure, file for bankruptcy, sell assets or cease operations entirely, any of which could jeopardize an investment in our common stock.
We need and may be unable to obtain additional financing on satisfactory terms, which may require us to accept financing on burdensome terms that may cause substantial dilution to our shareholders and impose onerous financial restrictions on our business.
We require additional financing. Deteriorating global economic conditions may cause prolonged declines in investor confidence in and accessibility to capital markets. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable to us. This financing will likely
dilute existing shareholders' equity. Any debt financing or other financing of securities senior to our common stock 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 and results of operations because we could lose any then-existing sources of financing and our ability to secure new sources of financing may be impaired.
We are subject to an injunction imposed by a federal court for violating the federal securities laws, which may make it more difficult to raise financing.
In 1997, the Securities and Exchange Commission filed suit in the United States District Court in the Central District of California against ConectiSys and another individual seeking permanent injunctions and civil penalties based on alleged violations of Sections 5(a), 5(c) and 17(a)(1)-(3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b- 5 thereunder in connection with the sale of common stock of ConectiSys in 1996. In March 1999, we agreed with the Securities and Exchange Commission to the terms of a settlement of its litigation against us. Under the terms of that settlement, we dismissed our then-pending appeal of a judgment against us in favor of the Securities and Exchange Commission and accepted a permanent injunction against us prohibiting actions that would violate federal securities laws in connection with the offer, purchase or sale of securities. The Securities and Exchange Commission agreed to waive a requirement of the judgment under appeal that we disgorge $175,000 of proceeds from the sale of our common stock due to our inability to pay this amount. On March 9, 1999, an amended final judgment of permanent injunction and other relief memorializing these agreements was entered in connection with the execution by us of a consent to entry of injunction. An injunction of this nature is viewed unfavorably by analysts and investors and may make it more difficult for us to raise additional debt or equity financing necessary to run our business.
We rely heavily on our management, and the loss of their services could materially and adversely affect our business.
Our success is highly dependent upon the continued services of key members of our management, including our Chairman of the Board and Chief Executive Officer, Robert A. Spigno, and our Chief Technology Officer, Lawrence Muirhead. The loss of Messrs. Spigno or Muirhead or one or more other key members of management could have a material adverse effect on us because each of these individuals has experience and skills upon which we draw heavily in our day-to- day operations, strategic planning or research and development activities. The development and operation of our H-Net[TM] system is largely dependent upon the skills and efforts of Mr. Muirhead. Although we have entered into employment agreements with Messrs. Spigno and Muirhead, we cannot assure the continued services of these key members of our management team. We do not maintain key- man life insurance policies on any member of management.
We have very limited operating experience; therefore, regardless of the viability or market acceptance of our H-Net[TM] system, we may be unable to achieve profitability or realize our other business goals.
Our H-Net[TM] system is the result of a new venture. We have been engaged in research and development of automatic meter reading technologies since 1995, and we have only recently completed limited pilot programs for our first and only products embodied in our H-Net[TM] automatic meter reading system. We have generated no operating revenues from our H-Net[TM] system and have not commenced any of the widespread marketing and other functions that we anticipate will be required for successful deployment of our H-Net[TM] system. Deployment of our H-Net[TM] system will involve large-scale cost-reduction manufacturing runs for the production of the components employed in our H-Net[TM] system. Our success will depend in large part on our ability to deal
with the problems, expenses and delays frequently associated with bringing a new product to market. Because we have little experience in the deployment and operational aspects of automatic meter reading technologies, we may be unable to successfully deploy and operate our H-Net[TM] system even if our H-Net[TM] system proves to be a viable automatic meter reading solution and achieves market acceptance. Consequently, we may be unable to achieve profitability or realize our other business goals.
Our failure to attract and retain key personnel could adversely affect our business, financial condition and results of operations.
Our future success is dependent in part on our ability to attract and retain certain key personnel. We currently have few employees and need to attract additional skilled technical, clerical and managerial personnel in all areas of our business. The competition for such individuals is intense. There can be no assurance that we will be able to retain our existing personnel or attract additional qualified personnel in the future. If we are unable to attract and retain key personnel, our business, financial condition and results of operations could be adversely affected.
Many companies with greater resources and operating experience are developing technology similar to that employed in our H-Net[TM] system. These companies could successfully compete with us and negatively affect the deployment of our H-Net[TM] system and our opportunity to achieve revenues and/or profitability.
We anticipate significant competition with our H-Net[TM] system from many companies. Our H-Net[TM] system is designed to compete with companies such as those that offer meter reading services utilizing modem and telephone line communications or drive-by data collection capabilities. Our H-Net[TM] system may compete with numerous companies, including Schlumberger Ltd., Itron, Inc., CellNet Data Systems, Hunt Technologies and Metricom Corporation, each of which has significantly more resources and operational and product development experience than we do. Some of our potential customers, namely, meter manufacturers and utility companies, may decide to develop their own products or service offerings that directly compete with our H-Net[TM] system. Although we believe that our H-Net[TM] system will be competitive in the marketplace, we cannot assure you that these or other companies with greater experience and greater resources than ConectiSys will not negatively affect our business prospects and impair our ability to achieve revenues and/or profitability.
We are targeting a new and evolving market and we cannot be certain that our business strategy will be successful.
The automation of utility meter reading and data distribution is a
relatively new and rapidly changing market. We cannot accurately predict the
size of this market or its potential growth. Our system is one possible
solution for AMR and data distribution. It has not been adopted as an industry
standard and it may not be adopted on a broad scale. Competing systems have
been and likely will continue to be selected by utilities and other potential
clients. Participants in the utility industry have historically been cautious
and deliberate in making decisions concerning the adoption of new technology.
This process, which can take up to several years to complete, may include the
formation of evaluation committees, a review of different technical options,
technology trials, equipment testing and certification, performance and cost
justifications, regulatory review, one or more requests for vendor quotes and
proposals, budgetary approvals and other steps. Only a limited number of
utilities have made a commitment to purchase our products to date.
Consequently, if our H-Net[TM] system as an AMR solution is unsuccessful and we
are unable to enter into AMR or data distribution contracts on terms favorable
to us, our business, results of operations and financial condition could be
materially and adversely affected.
The new and evolving nature of the market that we intend to target makes an accurate evaluation of our business prospects and the formulation of a viable business strategy very difficult. Accordingly, our business strategy may be
faulty or even obsolete and as a result, we may not properly plan for or address many obstacles to success, including the following:
o the timing and necessity of substantial expenditures for the development
and deployment of our H-Net[TM] system;
o the failure to strategically position ourselves in relation to joint
venture or strategic partners, and potential and actual competitors;
o the failure of our H-Net[TM] system to satisfy the needs of the market
that we intend to target and the resulting lack of widespread or adequate
acceptance of our H-Net[TM] system; and
o the difficulties in managing rapid growth of operations and personnel.
Our failure to manage growth effectively could impair our business.
We do not currently have revenue-generating operations but our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources. Our ability to effectively manage growth will require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage and retain qualified engineers, technicians, salespersons and other personnel. There can be no assurance that we will be able to do so. If we are unable to successfully manage our growth, our business, prospects, results of operations and financial condition could be materially and adversely affected.
Because we believe that proprietary rights are material to our success, misappropriation of those rights or claims of infringement or legal actions related to intellectual property could adversely impact our financial condition.
We currently rely on a combination of contractual rights, copyrights, trademarks and trade secrets to protect our proprietary rights. However, although our H-Net[TM] system and its constituent components could benefit from patent protection, we have chosen to retain the proprietary rights associated with our H-Net[TM] system predominantly as trade secrets. Although we currently rely to a great extent on trade secret protection for much of our technology, we cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop comparable or superior technologies or obtain unauthorized access to our proprietary technology.
We own, license or have otherwise obtained the right to use certain technologies incorporated in our H-Net[TM] system. We may receive infringement claims from third parties relating to our products and technologies. In those cases, we intend to investigate the validity of the claims and, if we believe the claims have merit, to respond through licensing or other appropriate actions. To the extent claims relate to technology included in components purchased from third-party vendors for incorporation into our products, we would forward those claims to the appropriate vendor. If we or our component manufacturers are unable to license or otherwise provide any necessary technology on a cost-effective basis, we could be prohibited from marketing products containing that technology, incur substantial costs in redesigning products incorporating that technology, or incur substantial costs defending any legal action taken against us.
Risks Related to Our Common Stock
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 January 23, 2006, we had outstanding 8,945,816,280 shares of common stock, of which approximately 1,904,500,000 shares were restricted under the Securities Act of 1933. As of that date, we also had outstanding options,
warrants, convertible debentures and notes and preferred stock that were exercisable for or convertible into approximately 22,069,000,000 shares of common stock, approximately 21,699,000,000 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 debentures, notes 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 debentures, notes or warrants. As of January 23, 2006, the closing price of a share of our common stock on the OTC Bulletin Board was $.0003. On that date, our debentures, notes and warrants outstanding with adjustable conversion and/or exercise prices were convertible or exercisable into approximately 21,699,000,000 shares of our common stock. The number of shares of common stock that these 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 notes 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. However, because the variable conversion price of these debentures and notes 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 notes. The following table sets forth the number of shares issuable upon conversion of the aggregate principal and all accrued and unpaid interest on our convertible debentures and notes issued to certain security holders and outstanding as of January 23, 2006, which amount was approximately $1,735,000, net of prepaid interest, and is based upon the indicated hypothetical trading prices:
Approximate Percentage
Hypothetical Conversion Number of Shares of Company's
Trading Price Price (1) Issuable(2) Common Stock (3)
------------- ----------------- ----------------- ---------------
$.0008 $.00032 5,421,875,000 38%
$.0004 $.00016 10,843,750,000 55%
$.0002 $.00008 21,687,500,000 71%
$.0001 $.00004 43,375,000,000 83%
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(1) The conversion price of our debentures and notes 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 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 March and May 2003 convertible debentures, or (c) $.005 for the November and December 2003, and the February and March 2004 convertible debentures and the March 2005 convertible notes. As of January 23, 2006, the applicable conversion price was approximately $.00008.
(2) Our current authorized capital allows us to issue a maximum of 15
billion shares of common stock.
(3) Amounts are based on 8,945,816,280 shares of our common stock
outstanding as of January 23, 2006 plus the corresponding number of
shares issuable. Each of the holders of our convertible debentures and
notes may not convert our debentures or notes 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 or
notes into a number of shares of common stock in excess of 4.9% of our
then-outstanding common stock.
The holders of certain of our convertible debentures and notes may elect to receive payment for accrued and unpaid interest on our debentures and notes 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 and notes. As a result of conversions of the principal or interest portion of our convertible debentures and notes and related sales of our common stock by the holders of our convertible debentures and notes, 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 and notes. 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 and notes.
If our security holders engage in short sales of our common stock, including sales of shares to be issued upon conversion or exercise of derivative securities, the price of our common stock may decline.
Selling short is a technique used by a shareholder to take advantage of an anticipated decline in the price of a security. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. The decrease in market price would allow holders of our derivative securities that have conversion or exercise prices based upon a discount on the market price of our common stock to convert or exercise their derivative securities into or for an increased number of shares of our common stock. Further sales of common stock issued upon conversion or exercise of our derivative securities could cause even greater declines in the price of our common stock due to the number of additional shares available in the market, which could encourage short sales that could further undermine the value of our common stock. You could, therefore, experience a decline in the value of your investment as a result of short sales of our common stock.
Our current financing arrangements could prevent our common stock from being listed on Nasdaq or other principal markets.
Nasdaq and other principal markets require that, to be eligible for inclusion in the stock market, a company's common stock have a specified minimum bid price per share. Convertible debenture and convertible note financings, especially those with variable conversion prices with low or no low-price limits, characteristically exert downward pressure on the market for a company's common stock. This pressure, if applied against the market for our common stock, may prevent our common stock from being listed on Nasdaq or other principal markets.
Our common stock price is subject to significant volatility, which could result in substantial losses for investors and in litigation against us.
The stock market as a whole and individual stocks historically have experienced extreme price and volume fluctuations, which often have been unrelated to the performance of the related corporations. During the twelve months ended September 30, 2005, the high and low closing bid prices of our common stock were $.0095 and $.0002, respectively. The market price of our common stock may exhibit significant fluctuations in the future response to various factors, many of which are beyond our control and which include:
o variations in our quarterly operating results, which variations could
result from, among other things, changes in the needs of one or more of
our customers;
o changes in market valuations of similar companies and stock market price
and volume fluctuations generally;
o economic conditions specific to the industries in which we operate;
o announcements by us or our competitors of new or enhanced products,
technologies or services or significant contracts, acquisitions,
strategic relationships, joint ventures or capital commitments;
o regulatory developments;
o additions or departures of key personnel; and
o future sales of our common stock or other debt or equity securities.
If our operating results in future quarters fall below the expectations of market makers, securities analysts and investors, the price of our common stock likely will decline, perhaps substantially. In the past, securities class action litigation often has been brought against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources. Consequently, the price at which you purchase shares of our common stock may not be indicative of the price that will prevail in the trading market. You may be unable to sell your shares of common stock at or above your purchase price, which may result in substantial losses to you.
Because we are subject to the "Penny Stock" rules, the level of trading activity in our stock may be reduced.
Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.
Because our stock is not listed on a national securities exchange, you may find it difficult to dispose of or obtain quotations for our common stock.
Our common stock trades under the symbol "CNES" on the OTC Bulletin Board. Because our stock trades on the OTC Bulletin Board rather than on a national securities exchange, you may find it difficult to either dispose of, or to obtain quotations as to the price of, our common stock.
Our preferred stock may delay or prevent a takeover of ConectiSys, possibly preventing you from obtaining higher stock prices for your shares.
Our board of directors has the authority to issue up to 50,000,000 shares of preferred stock and to fix the rights, preferences, privileges and restrictions, including voting rights of those shares, without any further vote or action by our shareholders. Of these shares, 1,000,000 shares have been designated as Class A Preferred Stock and 1,000,000 shares have been designated as Class B Preferred Stock. The rights of the holders of our common stock are subject to the rights of the holders of our outstanding preferred stock and will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that we may issue in the future. The issuance of preferred stock, while providing desired flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock, which would delay, defer or prevent a change in control of ConectiSys. Furthermore, preferred stock may have other rights, including economic rights senior to the common stock, and, as a result, the issuance of preferred stock could adversely affect the market value of our common stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, including among others:
o our product development activities;
o our business strategy for establishing a presence in the AMR market;
o anticipated trends in our financial condition and results of operations;
and
o our ability to distinguish ourselves from our current and future
competitors.
You can identify forward-looking statements generally by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "could," "seek," "estimate," "continue," "anticipate," "intend," "future," "plan" or variations of those terms and other similar expressions, including their use in the negative, or in discussions of strategies, opportunities, plans or intentions. You should not place undue reliance on these forward-looking statements, which speak only as to our expectations as of the date of this report. These forward-looking statements are subject to a number of risks and uncertainties, including those identified under "Risk Factors" and elsewhere in this report. In addition, these forward-looking statements necessarily depend upon assumptions, estimates and expectations that may prove to be incorrect. Although we believe that the assumptions, estimates and expectations reflected in these forward-looking statements are reasonable, actual conditions in the AMR industry, and actual conditions and results in our business, could differ materially from those expressed or implied in these forward-looking statements. In addition, none of the events anticipated in the forward-looking statements may actually occur and we cannot assure you that we will achieve our plans, intentions or expectations. Any of these different outcomes could cause the price of our common stock to decline substantially. 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.
ITEM 7. FINANCIAL STATEMENTS.
Our consolidated financial statements are filed with and begin on page F-1 of this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
None.
ITEM 8A. CONTROLS AND PROCEDURES.
Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of September 30, 2005 (the "Evaluation Date"), that the design and operation of our "disclosure controls and procedures" (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated, recorded, processed, summarized and reported to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding whether or not disclosure is required.
During the fiscal year ended September 30, 2005, there were no changes in our "internal controls over financial reporting" (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 8B. OTHER INFORMATION.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors and Executive Officers
The directors and executive officers of ConectiSys and their ages, positions, business experience and education as of January 23, 2006 are as follows:
Name Age Position
---- --- --------
Robert A. Spigno(1)(2).. 51 Chairman of the Board, Chief
Executive Officer and Director
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Lawrence Muirhead(1)(2). 46 Chief Technology Officer and Director
Patricia A. Spigno...... 48 Acting Chief Financial Officer,
Treasurer and Secretary
Melissa McGough (1)..... 29 Director
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(1) Member of Stock Option Committee.
(2) Member of Nominating Committee.
Business Experience
Directors
Robert A. Spigno has served as our Chief Executive Officer, Chairman of the Board and as a member of our board of directors since August 1995. Prior to that time, Mr. Spigno was President, for more than a decade, of S.W. Carver Corp., a company founded by he and his former wife, Patricia A. Spigno, that was a commercial builder of residential homes. Mr. Spigno has over 25 years of experience in executive management and majority ownership of several privately held companies.
Lawrence Muirhead has served as our Chief Technical Officer and as a member of our board of directors since October 1997. Prior to that time, Mr. Muirhead worked for TRW. Mr. Muirhead has over 18 years of engineering and research and development experience in the aerospace industry, including over 13 years of experience with TRW, where helped lead new product development and deployment. Mr. Muirhead holds a B.S. degree in physics and a B.A. degree in mathematics from the University of California, Santa Barbara, and holds an M.S. degree in physics from the California Institute of Technology.
Melissa McGough has served as a member of our board of directors since November 1999. Ms. McGough was also our Corporate Administrator from December 1998 until March 2005. Her responsibilities as Corporate Administrator included public relations and management of our daily office activities. Prior to that time, Ms McGough was a student.
Executive Officer
Patricia A. Spigno served as our Chief Financial Officer, Treasurer and Secretary from August 1995 to August 2005 and was a member of our board of directors from August 1995 until October 1997. She resigned as our Chief Financial Officer, Treasurer and Secretary in August 2005 but is currently our
Acting Chief Financial Officer, Treasurer and Secretary and is expected to remain in this position until her successor is appointed by our board of directors. Prior to August 1995, Ms. Spigno was Chief Financial Officer and the head of administration of S.W. Carver Corp., a company founded by her and her former husband, Robert A. Spigno. Ms. Spigno has over 22 years of experience in accounting and asset management.
All directors hold office until the next annual meeting of shareholders and until their respective successors are elected or until their earlier death, resignation or removal. Each officer of ConectiSys serves at the discretion of the board of directors. Robert A. Spigno and Patricia A. Spigno were formerly husband and wife. There are no other family relationships between or among any other directors, director nominees or executive officers of ConectiSys.
Advisors to Our Board of Directors
Rodney W. Lighthipe has served as an advisor to our board of directors since April 2001. Mr. Lighthipe also served as our President from September 2000 until his resignation in September 2001. Prior to that time, Mr. Lighthipe served as Director of Research for San Diego Gas & Electric from 1992 until 1996 and was responsible for the development and deployment of new technologies. Mr. Lighthipe was Research Manager for Southern California Edison from 1980 to 1987 and organized an international consortium of companies for the design, construction and operation of the world's largest coal gasification plant. Mr. Lighthipe was also Power Contracts Manager for Southern California Edison from 1974 until 1980 during which he opened new transmission paths throughout the Western United States and Canada for the purchase and sale of bulk electric power. Some of Mr. Lighthipe's major projects included the installation of photovoltaics in remote areas and the launch of a "smart card" project employing residential telephone systems. Mr. Lighthipe has also acted as a consulting engineer in the energy and telecommunications industries and served two tours of duty in Vietnam as a Lieutenant in the United States Navy.
Dr. Hugo Pomrehn has served as an advisor to our board of directors since April 2001. On June 28, 1992, Dr. Pomrehn was nominated by former President George Bush 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 personnel and had an annual budget of $20 billion. Dr. Pomrehn's professional career covers a broad spectrum of involvement with energy and environmental technologies. He has been engaged in engineering and management consulting in the energy and nuclear fields for more than 30 years and was a Vice President of the Bechtel Corporation.
Aaron R. Sokol has served as an advisor to our board of directors since April 2001. Mr. Sokol is a Vice President at Deutsche Bank Alex Brown where his responsibilities include providing innovative and customized solutions to clients in order to preserve and enhance their 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 the corporate finance department at Nations Bank Capital Markets, Inc. Mr. Sokol holds a J.D. degree from Boston University School of Law and a M.B.A. in Finance and New Venture Management from the University of Southern California.
Larry W. Siler has served as an advisor to our board of directors since April 2001. 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 until 1999. From 1986 until 1988 Mr. Siler was a management and 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 until 1986.
Tod O'Connor has served as an advisor to our board of directors since April 2001. Mr. O'Connor was Director of Government Relations for two Edison International Inc. subsidiaries, Southern California Edison RD&D Department and Edison Technology Solutions from 1993 until 1999. Mr. O'Connor also was employed by Pacific Enterprises and its subsidiary, Southern California Gas Co. from 1989 until 1993, and MARC Associates' Status Group in Washington, D.C. from 1988 until 1989. Mr. O'Connor 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 until 1981. Mr. O'Connor is currently President of O'Connor Consulting Services, Inc. in Woodland Hills, California. Mr. O'Connor holds a L.L.M. degree in labor law from Georgetown University Law Center, Washington, D.C., and a J.D. degree from Suffolk University Law School.
Dr. Fredric Brauner was appointed to serve as an advisor to our board of directors in October 2003. Dr. Brauner is a doctor of medicine, specializing in dermatology. He graduated from the University of Vienna and became a doctor in 1977. Dr. Brauner, took over his father's practice in 1983 at the University Clinic of Dermatology in Vienna. Dr. Brauner is a key investor in ConectiSys and is leading our efforts to expand our H-Net(TM) system to fit the European marketplace.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. These officers, directors and stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all such reports that they file.
Based solely upon a review of copies of these reports furnished to us
during 2005 and thereafter, or written representations received by us from
reporting persons that no other reports were required, we believe that all
Section 16(a) filing requirements applicable to our reporting persons during
2005 were complied with, except as described below.
The following individuals did not timely file the following numbers of Forms 4 to report the following numbers of transactions: Mr. Robert Spigno - 1 report, 1 transaction; and Ms. Patricia Spigno - 1 report, 1 transaction.
Board Committees
Our board of directors has a Stock Option Committee and a Nominating Committee. Our board of directors does not have an Audit Committee. In the absence of an Audit Committee, the entire board of directors intends to satisfy the duties of that committee.
Stock Option Committee. Our Stock Option Committee makes recommendations to our board of directors concerning incentive compensation for employees and consultants of ConectiSys and selects the persons entitled to receive options under our stock option plans and establishes the number of shares, exercise price, vesting period and other terms of the options granted under those plans. The Stock Option Committee currently consists of Robert A. Spigno, Lawrence Muirhead and Melissa McGough. During fiscal 2005, the Stock Option Committee held one meeting and did not take action by written consent on any occasion. No executive officer of ConectiSys has served as a director or member of the compensation committee of any other entity whose executive officers served as a director of ConectiSys.
Audit Committee. We do not currently have an Audit Committee. In addition, having no Audit Committee, we do not have an Audit Committee financial expert. As a small, development-stage company, it has been exceedingly difficult for us to attract an independent member of our board of directors, who would qualify as an Audit Committee financial expert, to serve as the sole member of the Audit Committee of our board of directors. We plan to form an Audit Committee consisting solely of one or more independent members of our board of directors, at least one of whom will qualify as an Audit Committee financial expert under the rules and regulations of the Securities and Exchange Commission, once we are able to identify and attract a satisfactory candidate.
Nominating Committee. Our Nominating Committee currently consists of two directors, Mr. Robert A. Spigno, who serves as Chairman, and Mr. Lawrence Muirhead, neither of whom is "independent" under the rules and regulations of the Securities and Exchange Commission or under the current Nasdaq listing standards. We intend to reconstitute our Nominating Committee with one or more independent members of our board of directors once we are able to identify and attract a satisfactory candidate.
Our Nominating Committee assists our board of directors in the selection of nominees for election to the board. The committee determines the required selection criteria and qualifications of director nominees based upon the needs of ConectiSys at the time nominees are considered and recommends candidates to be nominated for election to the board. The Nominating Committee was constituted, and our board of directors adopted a written charter for the Nominating Committee, in June 2004. A copy of the current charter is available on our website at http://www.conectisys.com under the headings "Investor Relations" and "Corporate Governance." During fiscal 2005, our Nominating Committee held one meeting and did not take action by written consent on any occasion. Our Nominating Committee considered and nominated candidates for directorship in connection with our 2005 annual meeting. No candidates for director nominations were submitted to our board of directors by any shareholder in connection with the election of directors at our 2005 annual meeting.
Codes of Ethics
Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees and an additional Code of Business Ethics that applies to our Chief Executive Officer and our Senior Financial Officers.
The Code of Ethics, as applied to our principal financial officers, constitutes our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and would also constitute our "code of conduct" within the meaning of the listing standards of Nasdaq.
We intend to satisfy the disclosure requirement under Item 10 of Form 8-K relating to amendments to or waivers from provision of these codes that relate to one or more of the items set forth in Item 406(b) of Regulation S-K, by describing on our Internet website, within five business days following the date of a waiver or a substantive amendment, the date of the waiver or amendment, the nature of the amendment or waiver, and the name of the person to whom the waiver was granted.
Information on our Internet website is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we make with the Securities and Exchange Commission.
Compensation Committee Interlocks and Insider Participation
No member of our board of directors has a relationship that would constitute an interlocking relationship with executive officers and directors of another entity.
ITEM 10. EXECUTIVE COMPENSATION.
Compensation of Executive Officers
The Summary Compensation Table below provides information concerning the
annual and long-term compensation for services in all capacities as an employee
of ConectiSys of our Chief Executive Officer, our Chief Technology Officer and
our Chief Financial Officer, or the named executives, during the years ended
September 30, 2005, 2004 and 2003. There were no other executive officers whose
annual salary and bonus compensation exceeded $100,000 during the year ended
September 30, 2005.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Awards
------------
Annual Compensation Securities
Name and Underlying All Other
Principal Position Year Salary($) Bonus($)(1) Options(#) Compensation ($)
------------------- ------- --------- ----------- ------------ ----------------
Robert A. Spigno, 2005 $160,000 $80,000 -- --
Chief Executive Officer 2004 $160,000 $80,000 -- --
2003 $160,000 $80,000 -- --
Lawrence Muirhead, 2005 $150,000 -- -- --
Chief Technology Officer 2004 $150,000 -- -- --
2003 $150,000 -- -- --
Patricia A. Spigno, 2005 $ 80,000 $40,000 -- --
Chief Financial Officer 2004 $ 80,000 $40,000 -- --
and Secretary 2003 $ 80,000 $40,000 -- --
_____________
(1) Amounts represent bonus earned, but deferred and recorded on the books
and records of ConectiSys as accrued compensation. Amounts are payable
in common stock of ConectiSys based on a conversion price equivalent to
50% of the average of the closing bid and asked prices of a share of
ConectiSys common stock for the 30 days prior to the end of the year in
which such bonus was earned. Although our agreements with Robert Spigno
and with Patricia Spigno provide that the conversion price is to be
equal to 50% of the average of the closing bid and asked prices of a
share of our common stock for the 30 days prior to the end of the
calendar year, Mr. Spigno and Ms. Spigno both voluntarily relinquished
their right to receive shares for 2005, 2004 and 2003 based on this
conversion price in favor of a conversion price equal to approximately
100% of the average of the closing bid and asked prices of a share of
our common stock for the 30 days prior to the end of the applicable
calendar year.
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Stock Option Grants in 2005
In fiscal 2005, no options or stock appreciation rights were granted to the named executives.
Option Exercises and Fiscal Year-End Values
The following table sets forth the number of shares acquired and value realized upon exercise of options during the fiscal year ended September 30, 2005 and the number of exercisable and unexercisable in-the-money stock options and their values at September 30, 2005 for the named executives. An option is "in-the-money" if the fair market value for the underlying securities exceeds the exercise price of the option.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Securities Underlying Value ($)of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired on Value September 30, 2005 September 30, 2005 (1)
Name Exercise Realized ($) Exercisable(#) Unexercisable(#) Exercisable Unexercisable
--------------------- ------------ ------------ -------------- ---------------- -------------- ----------------
Robert A. Spigno --- --- 6,443,654 --- --- ---
Lawrence Muirhead --- --- --- --- --- ---
Patricia Spigno --- --- 500,000 --- --- ---
_______________
(1) The closing sale price of our common stock on the OTC Bulletin Board(R)
as of September 30, 2005 was $.0003.
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Long-Term Incentive Plan Awards
In fiscal 2005, no awards were given to named executives under long-term incentive plans.
Compensation of Directors
Our directors do not receive any compensation in their capacity as members of the board of directors, but may be reimbursed for reasonable expenses incurred in connection with attendance of meetings of the board of directors.
The advisors to our board of directors each initially received 250,000 shares of common stock as compensation for their advisory services. No additional compensation has been paid and any future compensation will be in the discretion of our board of directors.
Employment Contracts and Termination of Employment and Change-in-Control Arrangements
In October 1995, our board of directors set the compensation for Robert A. Spigno, our Chairman of the Board and Chief Executive Officer. Mr. Spigno has executed an employment agreement with ConectiSys effective October 2, 1995, as amended by employment agreement amendments effective July 24, 1996, August 11, 1997, September 1, 1999 and March 27, 2000 that provide for annual salary of $160,000 and a bonus of 50% of Mr. Spigno's annual salary, with the bonus payable in common stock of ConectiSys.
In August 1998, our board of directors set the compensation for Lawrence Muirhead, our Chief Technology Officer. Mr. Muirhead has executed an employment agreement with ConectiSys effective August 1, 1998, that provides for annual salary compensation of $150,000. On November 22, 1999, Mr. Muirhead was granted an option initially expiring December 31, 2002 to purchase up to 2,000,000 shares of common stock at an exercise price of $.50 per share, which was the closing price of a share of our common stock on that date. This option vests upon the achievement of certain specified performance criteria. On January 6, 2003, we extended the expiration date of this option to December 31, 2004.
In October 1995, our board of directors set the compensation for Patricia
A. Spigno, our Chief Financial Officer and Secretary. Ms. Spigno has executed
an employment agreement with ConectiSys effective October 2, 1996, as amended
by employment agreement amendments effective July 24, 1996, September 1, 1999
and March 27, 2000 that provide for annual salary of $80,000 and a bonus of 50%
of Ms. Spigno's annual salary, with the bonus payable in common stock of
ConectiSys.
Report on Repricing of Options and SARs
No adjustments to or amendments of the exercise price of stock options or stock appreciation rights previously awarded to the named executives occurred in fiscal 2005.
Indemnification of Directors and Officers
The Colorado Business Corporation Act, or CBCA, requires that each director discharge his duties to ConectiSys in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that he reasonably believes to be in the best interests of ConectiSys. Generally, a director will not be liable to ConectiSys or its shareholders, for any action he takes or omits to take as a director if, in connection with such action or omission, he performed the duties of his position in compliance with the standards described above.
Our Articles of Incorporation provide that ConectiSys may indemnify any director or officer of ConectiSys to the full extent permitted by Colorado law. Under the CBCA, except for the situation described below, a corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if:
o the person conducted himself in good faith;
o the person reasonably believed, in the case of conduct in an official capacity with ConectiSys, that his conduct was in the best interests of ConectiSys and, in all other cases, that his conduct was at least not opposed to the best interests of ConectiSys; and
o in the case of any criminal proceeding, the person had no reasonable cause to believe his conduct was unlawful.
Under the CBCA, ConectiSys may not indemnify a director as described above:
o in connection with a proceeding by or in the right of ConectiSys, in which the director was adjudged liable to ConectiSys; or
o in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he derived an improper personal benefit.
Under the CBCA, ConectiSys is required to indemnify any director who is wholly successful on the merits or otherwise, in the defense of any proceeding to which the director was a party because the person is or was a director, against reasonable expenses incurred by him in connection with the proceeding.
To the extent indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of ConectiSys under the above provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of January 23, 2006, certain information
with respect to (i) each director of our company, (ii) the named executives,
and (iii) all directors and executive officers of our company as a group, and
(iv) each person known to our company to be the beneficial owner of more than
5% of our common stock. The information with respect to each person specified
is as supplied or confirmed by such person or based upon statements filed with
the Commission.
Name and Address of Title of Amount and Nature of
of Beneficial Owner (1) Class Beneficial Ownership(2) Percent of Class
-------------------------- --------- ------------------------- ------------------
Robert A. Spigno Common 346,994,314(3) 3.74%
Class A Preferred 450,020(4) 100.00%
Class B Preferred 500,000(5) 50.00%
Patricia A. Spigno Common 25,624,601(6) *
Lawrence Muirhead Common 971,393 *
Melissa McGough Common 354,138 *
All directors and executive
officers as a group
(4 persons) Common 373,944,446(7) 4.02%
Class A Preferred 450,020(4) 100.00%
Class B Preferred 500,000(5) 50.00%
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(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 Acting Chief Financial Officer, Treasurer and Secretary of ConectiSys.
(2) Based upon information furnished to us by the directors and executive officers or obtained from our stock transfer books showing 8,945,816,280 shares of common stock outstanding as of January 23, 2006. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Shares of common stock subject to options currently exercisable, or exercisable within 60 days after January 23, 2006, are deemed to be outstanding in calculating the percentage ownership of a person or group but are not deemed to be outstanding as to any other person or group.
(3) Includes (i) 4,992,556 shares held directly, (ii) 1,443,654 shares underlying options, (iii) 5,000,000 shares issuable upon conversion of Class B Preferred Stock, and (iv) 335,558,104 shares issuable in
connection with payment of annual bonuses for calendar years 2002 through 2005. Mr. Spigno holds an option to purchase up to 500,000 shares of Class B Preferred Stock.
(4) Includes (i) 215,865 shares held directly, and (ii) 234,155 shares underlying an option to purchase Class A Preferred Stock.
(5) Represents an option to purchase up to 500,000 shares of Class B Preferred Stock.
(6) Includes (i) 1,923,863 shares held directly, (ii) 500,000 shares underlying options, and (iii) 23,200,738 shares issuable in connection with payment of annual bonuses for calendar years 2002 through 2004.
(7) Includes (i) 8,241,950 shares held directly, (ii) 1,943,654 shares underlying options, (iii) 5,000,000 shares issuable upon conversion of Class B Preferred Stock, and (iv) 358,758,842 shares issuable in connection with payment of annual bonuses for calendar years 2002 through 2005. Mr. Spigno holds an option to purchase up to 500,000 shares of Class B Preferred Stock.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our Amended Non- Qualified Stock Option and Stock Bonus Plan as well as stock options, warrants and rights issued outside of any formal plan as of September 30, 2005.
Number of Securities Weighted Average Number of to be Issued Upon Exercise Exercise Price of Securities
of Outstanding Options, Outstanding Remaining
Warrants Options, Warrants Available for
Plan Category and Rights(1) and Rights Future Issuance
------------------- -------------------- ------------------ -----------------
Equity compensation
plans approved by
security holders N/A N/A N/A
Equity compensation
plans not approved
by security holders 1,943,654(2) $0.38 N/A
Total 1,943,654 $0.38 N/A
_______________
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(1) Number of shares is subject to adjustment for changes in capitalization for stock splits, stock dividends and similar events.
(2) Represents 1,943,654 shares of common stock underlying stock options, warrants and rights issued under our Amended Non-Qualified Stock Option and Stock Bonus Plan and no shares of common stock underlying stock options, warrants and rights issued outside of any formal plan.
Our Amended Non-Qualified Stock Option and Stock Bonus Plan permits grants of stock bonuses and non-qualified stock options. Vesting periods under our Amended Non-Qualified Stock Option and Stock Bonus Plan vary from person to person, and options under the plan are exercisable subject to certain standard conditions.
Stock Option Plans
General
Our Amended Non-Qualified Stock Option and Stock Bonus Plan, including the Non-Qualified Stock Option and Stock Bonus Plans it amends, or the Plan, was adopted and approved by our board of directors effective as of September 11, 2001. The Plan, is designed to enable us to grant compensation and offer an incentive-based compensation system to consultants who do business with ConectiSys. The Plan provides for the grant of nonqualified stock options. As of January 23, 2006, options to purchase a total of 1,943,654 shares of common stock were outstanding under the Plan, and, as no option may be granted under the Plan after January 31, 2006, our board of directors does not consider any options to purchase shares of common stock currently available for issuance under the Plan.
We filed registration statements on Forms S-8 on December 6, 1999, September 22, 2000 and September 21, 2001 covering the shares of common stock subject to the Plan.
Shares Subject to the Plan
A total of 5,000,000 shares of common stock are authorized for issuance under the Plan. Any shares of common stock that are subject to an award but are not used because the terms and conditions of the award are not met, or any shares that are used by participants to pay all or part of the purchase price of any option, may again be used for awards under the Plan.
Administration
The Plan is administered by a committee of not less than three persons appointed by the board of directors, each of whom must be a director of ConectiSys. The board of directors also may act as the committee at any time or from time to time.
The committee is empowered to select those eligible persons to whom stock and options shall be granted under the Plan, to determine the time or times at which each option shall be granted and the number of shares to be subject to each option, and to fix the time and manner in which each such option may be exercised, including the exercise price and option period, and other terms and conditions of such options, all subject to the terms and conditions of the Plan. The committee has sole discretion to interpret and administer the Plan, and its decisions regarding the Plan are final.
The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time and from time to time by the board of directors. The board of directors may not materially impair any outstanding options without the express consent of the optionee. No option may be granted under the Plan after January 31, 2006.
Option Terms
Options granted under the Plan must have an exercise price of not less than 85% of the fair market value of the common stock on the date the option is granted.
Options may be exercised during a period of time fixed by the committee except that no option may be exercised more than five years after the date of grant. In the discretion of the committee, payment of the purchase price for the shares of stock acquired through the exercise of an option may be made in cash, shares of our common stock or a combination of cash and shares of our common stock.
Federal Income Tax Consequences
Holders of non-qualified options do not realize income as a result of a grant of the option, but normally realize compensation income upon exercise of a non-qualified option to the extent that the fair market value of the shares of common stock on the date of exercise of the non-qualified option exceeds the exercise price paid. ConectiSys will be required to withhold taxes on ordinary income realized by an optionee upon the exercise of an option under the Plan.
In the case of an optionee subject to the "short-swing" profit recapture provisions of Section 16(b) of the Exchange Act, the optionee realizes income only upon the lapse of the six-month period under Section 16(b), unless the optionee elects to recognize income immediately upon exercise of his or her option.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In October 1995, our board of directors set the compensation for Robert A. Spigno, our Chairman of the Board and Chief Executive Officer. Mr. Spigno has executed an employment agreement with ConectiSys effective October 2, 1995, as amended by employment agreement amendments effective July 24, 1996, August 11, 1997, September 1, 1999 and March 27, 2000 that provide for annual salary of $160,000 and a bonus of 50% of Mr. Spigno's annual salary, with the bonus payable in common stock of ConectiSys.
In August 1998, our board of directors set the compensation for Lawrence Muirhead, our Chief Technology Officer. Mr. Muirhead has executed an employment agreement with ConectiSys effective August 1, 1998, that provides for annual salary compensation of $150,000. On November 22, 1999, Mr. Muirhead was granted an option initially expiring December 31, 2002 to purchase up to 2,000,000 shares of common stock at an exercise price of $.50 per share, which was the closing price of a share of our common stock on that date. This option vests upon the achievement of certain specified performance criteria. On January 6, 2003, we extended the expiration date of this option to December 31, 2004.
In October 1995, our board of directors set the compensation for Patricia
A. Spigno, our Chief Financial Officer and Secretary. Ms. Spigno has executed
an employment agreement with ConectiSys effective October 2, 1996, as amended
by employment agreement amendments effective July 24, 1996, September 1, 1999
and March 27, 2000 that provide for annual salary of $80,000 and a bonus of 50%
of Ms. Spigno's annual salary, with the bonus payable in common stock of
ConectiSys.
On September 1, 2002, we executed a promissory note due September 1, 2003 in favor of Robert Spigno in the principal amount of $87,100 representing amounts borrowed from Mr. Spigno prior to that date. On September 1, 2003 we executed a replacement promissory note in favor of Mr. Spigno in the amount of $36,000. As of September 30, 2004, approximately $12,000 of principal and accrued and unpaid interest under this note remained outstanding. During fiscal 2005, we borrowed various amounts from time to time from Mr. Spigno and as of January 23, 2006, no principal or accrued and unpaid interest under this note remained outstanding. Under the note, any outstanding principal and accrued and unpaid interest is due on demand and any outstanding principal accrues interest at an annual rate of 18%.
On October 1, 2002, we owed Patricia A. Spigno approximately $8,140 resulting from cash advances, other borrowings and related accrued interest. On September 1, 2003 we executed a replacement promissory note in favor of Ms. Spigno in the amount of $50,000. We borrowed additional funds from Ms. Spigno resulting in approximately $49,000 owed to Ms. Spigno as of September 30, 2004. During fiscal 2005, we borrowed various amounts from time to time from Ms. Spigno and as of January 23, 2006, no principal or accrued and unpaid interest under this note remained outstanding. Under the note, any outstanding principal
and accrued and unpaid interest is due on demand and any outstanding principal accrues interest at an annual rate of 18%.
On December 10, 2003, Mr. Spigno exercised a portion of an option to purchase 15,845 shares of Class A Preferred Stock for $1.00 per share, which was the estimated value on that date.
Effective December 31, 2003, Robert Spigno earned bonus compensation under his employment arrangement with ConectiSys in the amount of $80,000 payable in common stock of ConectiSys based on a conversion price equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2003. Although our agreement with Mr. Spigno provides that the conversion price is to be equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2003, Mr. Spigno voluntarily relinquished his right to receive shares for 2003 based on this conversion price in favor of a conversion price equal to 100% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2003. The number of shares of common stock of ConectiSys issuable in connection with this bonus is 15,094,340.
Effective December 31, 2003, Patricia Spigno earned bonus compensation under her employment arrangement with ConectiSys in the amount of $40,000 payable in common stock of ConectiSys based on a conversion price equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2003. Although our agreement with Ms. Spigno provides that the conversion price is to be equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2003, Ms. Spigno voluntarily relinquished her right to receive shares for 2003 based on this conversion price in favor of a conversion price equal to 100% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2003. The number of shares of common stock of ConectiSys issuable in connection with this bonus is 7,547,170.
On January 6, 2004, we repriced Robert Spigno's fully-vested option to purchase up to 500,000 shares of Class B Preferred Stock from an exercise price of $0.50 per share to an exercise price of $.05 per share. The exercise price of $.05 per share equates to $.005 per share of common stock if the Class B Preferred Stock were converted, which was in excess of the price of our common stock on that date. This option was granted on September 11, 2001 and vested immediately with an initial exercise price of $2.50 per share which equaled $.25 per share of common stock if the Class B Preferred Stock were converted, which was the price of our common stock on that date. On June 28, 2002 this option was repriced from an exercise price of $2.50 per share to an exercise price of $.50 per share, which was in excess of the price of our common stock on that date. This option expires on November 1, 2009.
Effective December 31, 2004, Robert Spigno earned bonus compensation under his employment arrangement with ConectiSys in the amount of $80,000 payable in common stock of ConectiSys based on a conversion price equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2004. Although our agreement with Mr. Spigno provides that the conversion price is to be equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2004, Mr. Spigno voluntarily relinquished his right to receive shares for 2004 based on this conversion price in favor of a conversion price equal to 100% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2004. The number of shares of common stock of ConectiSys issuable in connection with this bonus is 27,586,207.
Effective December 31, 2004, Patricia Spigno earned bonus compensation under her employment arrangement with ConectiSys in the amount of $40,000 payable in common stock of ConectiSys based on a conversion price equal to 50% of the average of the closing bid and asked prices of a share of our common
stock for the 30 days prior to December 31, 2004. Although our agreement with Ms. Spigno provides that the conversion price is to be equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2004, Ms. Spigno voluntarily relinquished her right to receive shares for 2004 based on this conversion price in favor of a conversion price equal to 100% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2004. The number of shares of common stock of ConectiSys issuable in connection with this bonus is 13,793,103.
Effective December 31, 2005, Robert Spigno earned bonus compensation under his employment arrangement with ConectiSys in the amount of $80,000 payable in common stock of ConectiSys based on a conversion price equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2005. Although our agreement with Mr. Spigno provides that the conversion price is to be equal to 50% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2005, Mr. Spigno voluntarily relinquished his right to receive shares for 2005 based on this conversion price in favor of a conversion price equal to 100% of the average of the closing bid and asked prices of a share of our common stock for the 30 days prior to December 31, 2005. The number of shares of common stock of ConectiSys issuable in connection with this bonus is 289,156,627.
We are or have been a party to various employment, consulting and compensation arrangements with related parties, as more particularly described above under the headings "Employment Contracts and Termination of Employment and Change-in-Control Arrangements," "Compensation of Executive Officers" and "Compensation of Directors."
ITEM 13. EXHIBITS.
Reference is made to the Index to Exhibits that follows the consolidated financial statements contained in this report.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table shows the fees paid or accrued by ConectiSys Corporation for the audit and other services provided by Hurley & Company for the fiscal years shown.
2005 2004
-------- --------
Audit Fees $27,200 $22,200
Audit - Related Fees $10,200 $ 3,500
Tax Fees $ -- $ --
All Other Fees -- --
-------- --------
Total $37,400 $25,700
======= =======
|
The Audit - Related Fees shown above all related to work performed in connection with the issuance of Consents of Independent Registered Public Accounting Firm included in Registration Statements on Forms SB-2 and S-8 and the review thereof by Hurley & Company.
We do not have an Audit Committee. Our Board of Directors approved the Audit Fees for fiscal 2005, but none of the other fees for 2005 were specifically approved by our Board of Directors. Our Board of Directors approved the Audit Fees for fiscal 2004, but none of the other fees for 2004 were specifically approved by our Board of Directors.
CONECTISYS CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Consolidated Financial Statements As Of And For The Years Ended
---------------------------------------------------------------
September 30, 2005 and 2004
--------------------------
Report of Independent Registered Public Accounting Firm.............F-1
Consolidated Balance Sheet as of September 30, 2005.................F-3
Consolidated Statements of Operations for the Years
Ended September 30, 2005 and 2004..............................F-5
Consolidated Statements of Changes in Shareholders' Equity (Deficit)
for the Cumulative Period from December 1, 1990 (Inception)
Through September 30, 2005.....................................F-6
Consolidated Statements of Cash Flows for the Years Ended September
30, 2005 and 2004 and the Cumulative Period from December 1,
1990(Inception) Through September 30, 2005.....................F-16
Notes to Consolidated Financial Statements..........................F-19
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------
Board of Directors
Conectisys Corporation and Subsidiaries
Valencia, California
|
We have audited the accompanying consolidated balance sheet of Conectisys Corporation and Subsidiaries (a development stage company) (the "Company") as of September 30, 2005, and the related consolidated statements of operations, changes in shareholders' equity (deficit), and cash flows for the years ended September 30, 2005 and 2004, and the cumulative period from December 1, 1990 (inception of development stage) through September 30, 2005, except that we did not audit these financial statements for the period December 1, 1990 (inception of development stage) through November 30, 1997; these financial statements were audited by other auditors, whose reports dated March 6, 1998 (for the period December 1, 1994 through November 30, 1997) and January 9, 1995 (for the period December 1, 1990 (inception of development stage) through November 30, 1994), respectively, expressed a going concern uncertainty. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Conectisys Corporation and Subsidiaries as of September 30, 2005, and the results of their operations and their cash flows for the years ended September 30, 2005 and 2004, and the cumulative period from December 1, 1990 (inception of development stage) through September 30, 2005, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a deficiency in working capital at September 30, 2005. These matters raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Hurley & Company
Granada Hills, California
December 30, 2005
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED BALANCE SHEET
September 30, 2005
Assets
Current assets
Cash and cash equivalents $ 518,765
Prepaid expenses 154,184
-----------------
Total current assets 672,949
Property and equipment, net of accumulated
depreciation of $339,330 39,257
Other assets
License and technology, net of accumulated
amortization of $421,478 0
Loan fees, net of accumulated
amortization of $474,353 45,202
-----------------
Total assets $ 757,408
=================
|
The accompanying notes are an integral part of these consolidated financial statements.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED BALANCE SHEET
September 30, 2005
Liabilities and shareholders' equity
Current liabilities
Accounts payable $ 316,217
Accrued compensation 1,683,191
Due to officers 385
Accrued interest payable 212,924
Other current liabilities 38,003
Notes payable and current potion of
long-term debt 1,231,048
-----------------
Total current liabilities 3,481,768
Long-term debt, net of current 1,590,521
-----------------
Total liabilities 5,072,289
Commitments and contingencies 0
Shareholders' equity
Preferred stock - Class A, $1.00 par value;
1,000,000 shares authorized, 215,865 shares
issued and outstanding 215,865
Convertible preferred stock - Class B, $1.00
par value; 1,000,000 shares authorized,
-0- shares issued and outstanding 0
Common stock - 15,000,000,000 shares authorized,
no par value; 7,388,864,998 shares issued
and outstanding 26,669,088
Additional paid-in capital:
Convertible preferred stock - Class B $1.00 par
value, 1,000,000 stock options exercisable 100,000
Common stock, no par value 14,243,654 stock
options and warrants exercisable 1,366,714
Accumulated gain (deficit) during development stage (32,666,548)
-----------------
Total shareholders' equity (deficit) (4,314,881)
-----------------
Total liabilities and shareholders' equity $ 757,408
=================
|
The accompanying notes are an integral part of these consolidated financial statements.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended September 30, 2005 and 2004
And the Cumulative Period
From December 31, 1990 (Inception) Through September 30, 2005
Dec. 1, 1990
(Inception)
Period
Year Ended Year Ended Through
September 30, September 30, September 30,
2005 2004 2005
Revenues $ 0 $ 0 $ 517,460
Cost of goods sold 245,427 95,879 1,131,369
----------------- ----------------- -----------------
Gross profit (loss) (245,427) (95,879) (613,909)
General and administrative expenses 1,676,520 1,459,844 21,678,148
Bad debt expense 0 0 1,680,522
Write-off of intangible assets 0 0 1,299,861
----------------- ----------------- -----------------
Loss from operations (1,921,947) (1,555,723) (25,272,440)
Other income (expenses)
Forgiveness of debt 504,462 0 504,462
Settled damages 0 (150,000) (125,000)
Other income 0 0 12,072
Interest income 0 1 102,924
Interest expense (1,715,198) (2,523,105) (6,873,324)
Minority interest 0 0 62,500
----------------- ----------------- -----------------
Net loss $ (3,132,683)$ (4,228,827)$ (31,588,806)
================= ================= =================
Weighted average shares outstanding 3,713,202,999 795,809,759
Net loss per share (0.00) (0.01)
|
The accompanying notes are an integral part of these consolidated financial statements.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September
30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Balance,
December 1, 1990
(re-entry
development stage) - $ - 10,609 $ 1,042,140 $ - $ - $ (1,042,140)$ -
Shares issued in exchange for:
Cash, May 31, 1993 - - 1,000 1,000 - - - 1,000
Capital contribution,
May 31, 1993 - - 2,000 515 - - - 515
Services, March 26, 1993 - - 2,000 500 - - - 500
Services, March 26, 1993 - - 1,200 600 - - - 600
Net loss for the year - - - - - - (5,459) (5,459)
--------- ---------- --------- ----------- ---------- ------------ ---------- -----------
Balance,
November 30, 1993 - - 16,809 1,044,755 - - (1,047,599) (2,844)
Shares issued in exchange for:
Services, May 1, 1994 - - 2,400 3,000 - - - 3,000
Cash, September 1, 1994 - - 17,771 23,655 - - - 23,655
Services, September 15, 1994 - - 8,700 11,614 - - - 11,614
Cash, September 26, 1994 - - 3,000 15,000 - - - 15,000
Cash, October 6, 1994 16,345 16,345 - - - - - 16,345
Cash, September and October,
1994 - - 1,320 33,000 - - - 33,000
Net loss for the year - - - - - - (32,544) (32,544)
--------- ---------- --------- ----------- ---------- ------------ ---------- -----------
Balance,
November 30, 1994 16,345 16,345 50,000 1,131,024 - - (1,080,143) 67,226
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares issued in exchange for:
Cash, February 13, 1995 - $ - 1,160 $ 232,000 $ - $ - $ - $ 232,000
Debt repayment, February 13,
1995 - - 2,040 408,000 - - - 408,000
Debt repayment, February 20,
1995 - - 4,778 477,810 - - - 477,810
Acquisition of assets, CIPI
February, 1995 - - 28,750 1,950,000 - - - 1,950,000
Acquisition of assets, April 5,
1995 - - 15,000 - - - - -
Cash and services, April and
May 1995 - - 16,000 800,000 - - - 800,000
Cash, June 1, 1995 - - 500 30,000 - - - 30,000
Acquisition of assets and
services, September 26, 1995 - - 4,000 200,000 - - - 200,000
Cash, September 28, 1995 - - 41 3,000 - - - 3,000
Acquisition of assets,
September 1995 - - 35,000 1,750,000 - - - 1,750,000
Return of assets, CIPI
September, 1995 - - (27,700) (1,950,000) - - - (1,950,000)
Net loss for the year - - - - - - (2,293,867) (2,293,867)
--------- ----------- -------- ----------- -------- ------------ ---------- -----------
Balance,
November 30, 1995 16,345 16,345 129,569 5,031,834 - - (3,374,010) 1,674,169
Shares issued in exchange for:
Cash, February, 1996 - - 1,389 152,779 - - - 152,779
Debt repayment, February 1996 - - 10,000 612,000 - - - 612,000
Services, February, 1996 - - 3,160 205,892 - - - 205,892
Cash, March, 1996 - - 179 25,000 - - - 25,000
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares returned and canceled,
March, 1996 - $ - (15,000)$ - $ - $ - $ - $ -
Services, April, 1996 - - 13 2,069 - - - 2,069
Services, September, 1996 4,155 4,155 586 36,317 - - - 40,472
Services, October, 1996 - - 6,540 327,000 - - - 327,000
Debt repayment, November, 1996 - - 2,350 64,330 - - - 64,330
Net loss for the year - - - - - - (2,238,933) (2,238,933)
--------- ---------- ---------- ----------- ---------- --------- ------------ -----------
Balance,
November 30, 1996 20,500 20,500 138,786 6,457,221 - - (5,612,943) 864,778
Shares issued in exchange for:
Services, March, 1997 - - 228 6,879 - - - 6,879
Services, April, 1997 - - 800 13,120 - - - 13,120
Services, July, 1997 - - 1,500 16,200 - - - 16,200
Cash, July, 1997 - - 15,000 300,000 - - - 300,000
Services, August, 1997 - - 5,958 56,000 - - - 56,000
Adjustment for partial shares due
to reverse stock split (1:20) - - 113 - - - - -
Services, October, 1997 - - 1,469,666 587,865 - - - 587,865
Debt repayment, October, 1997 - - 1,540,267 620,507 - - - 620,507
Cash, October, 1997 - - 1,500,000 281,250 - - - 281,250
Services, November, 1997 - - 4,950 10,538 - - - 10,538
Net loss for the year - - - - - - (2,739,268) (2,739,268)
--------- ---------- ---------- ----------- ---------- ---------- ----------- -----------
Balance,
November 30, 1997 20,500 20,500 4,677,268 8,349,580 - - (8,352,211) 17,869
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares issued in exchange for:
Services, December, 1997
through November, 1998 - $ - 2,551,610 $ 2,338,264 $ - $ - - $ 2,338,264
Debt repayment, April, 1998
through September, 1998 - - 250,000 129,960 - - - 129,960
Cash, January, 1998 through
July, 1998 - - 4,833,334 1,139,218 - - - 1,139,218
Acquisition of assets,
July, 1998 - - 300,000 421,478 - - - 421,478
Acquisition of remaining 20%
minority interest in
subsidiary, July, 1998 - - 50,000 59,247 - - - 59,247
Services, November, 1998 60,000 60,000 - - - - - 60,000
Net loss for the year - - - - - - (4,928,682) (4,928,682)
--------- ---------- ---------- ----------- ---------- ------------ ---------- -----------
Balance,
November 30, 1998 80,500 80,500 12,662,212 12,437,747 - - (13,280,893) (762,646)
Shares issued in exchange for:
Shares returned and canceled,
December, 1998 - - (1,350,000) (814,536) - - - (814,536)
Services, December, 1998
through September, 1999 - - 560,029 349,454 150,000 - - 499,454
Cash, December, 1998
through September, 1999 - - 1,155,800 129,537 - - - 129,537
Debt repayment, Sept., 1999 39,520 39,520 960,321 197,500 100,000 - - 337,020
Net loss for the period - - - - - - (1,323,831) (1,323,831)
--------- ---------- ---------- ----------- -------- ------------ ---------- -----------
Balance,
September 30, 1999 120,020 120,020 13,988,362 12,299,702 250,000 - (14,604,724) (1,935,002)
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares re-acquired and
canceled, October, 1999 - $ - (17,500)$ (12,000)$ - $ - $ - $ (12,000)
Shares issued in exchange for:
Services, October, 1999 through
September, 2000, valued from
$0.25 to $0.80 per share - - 2,405,469 990,949 - - - 990,949
Retainers, debt and accrued
liabilities, October, 1999
through September, 2000, valued
from $0.25 to $1.57 per share - - 2,799,579 1,171,638 - - - 1,171,638
Cash, October, 1999 through
September, 2000, with subscription
prices ranging from $0.25 to
$0.66 per share - - 2,295,482 839,425 - (15,450) - 823,975
Issuance of 563,500 consultant
stock options, March, 2000,
at an exercise price of $2.00
per share - - - - 214,130 - - 214,130
Reduction of exercise prices
on 2,600,000 officer and employee
common stock options, March, 2000,
to $0.38 and approximately $0.39
per share - - - - 1,113,610 - 1,113,610
Exercise of 2,056,346 common and
20,000 preferred officer stock
options, May, 2000, with
common stock strike prices
ranging from $0.15 to approx.
$0.39 per share, in exchange
for officer debt 20,000 20,000 2,056,346 897,707 (407,735) - - 509,972
Issuance of 500,000 consultant
stock options, September, 2000,
with floating exercise prices
set at 15% below current market - - - - 65,000 - - 65,000
Net loss for the year - - - - - - (3,812,140) (3,812,140)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Balance,
September 30, 2000 140,020 140,020 23,527,738 16,187,421 1,235,005 (15,450) (18,416,864) ( 869,868)
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares issued in exchange for:
Services, October, 2000 through
September, 2001, valued from
$0.11 to $0.40 per share - $ - 3,471,007 $ 572,790 $ - $ - $ - $ 572,790
Retainers, debt and accrued
liabilities, October, 2000
through September, 2001, valued
from $0.11 to $0.43 per share - - 3,688,989 487,121 - - - 487,121
Cash, October, 2000 through
March, 2001, with subscription
prices ranging from $0.075 to
$0.083 per share - - 1,045,500 78,787 - - - 78,787
Collection of stock subscription
receivable, October, 2000,
on 61,800 shares - - - - - 15,450 - 15,450
Exercise of 400,000 common
stock options, January, 2001,
at a strike price of $0.085 per
share, in exchange for debt - - 400,000 86,000 (52,000) - - 34,000
Issuance of 1,000,000 common
stock warrants, April, 2001,
at an exercise price of $0.192
per share, in conjunction with
$300,000 principal value of
8% convertible debt - - - - 77,228 - - 77,228
Issuance of 2,000,000 consultant
stock options, September, 2001,
at a strike price of $0.13 per
share - - - - 115,000 - - 115,000
Beneficial conversion option,
April, 2001 through September,
2001, pertaining to $300,000
principal value and accrued
interest on 8% convertible debt - - - - 155,027 - - 155,027
Net loss for the year - - - - - - (2,154,567) (2,154,567)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Balance,
September 30, 2001 140,020 140,020 32,133,234 17,412,119 1,530,260 - (20,571,431) (1,489,032)
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares issued in exchange for:
Services, October, 2001 through
September, 2002, valued from
$0.02 to $0.25 per share - $ - 2,180,000 $ 179,916 $ - $ - $ - $ 179,916
Debt and accrued liabilities,
October, 2001 through September,
2002, with common shares
valued from $0.01 to $0.15 per
share and preferred A shares
valued at $1.00 per share 60,000 60,000 10,948,077 428,563 - - - 488,563
Cash, October, 2001 through
September, 2001, with prices
ranging from $0.01 to $0.083
per share - - 5,833,334 200,000 - - - 200,000
Exercise of 550,000 common stock
options by a consultant at a
strike price of $0.13 per share,
in exchange for debt - - 550,000 103,125 (31,625) - - 71,500
Issuance of 3,750,000 warrants,
April, 2002 through June, 2002,
at an exercise price of $0.045
per share, in conjunction with
$750,000 principal value of 12%
convertible debt - - - - 100,087 - - 100,087
Beneficial conversion option,
April 2002, through June, 2002,
pertaining to $750,000 principal
value of 12% convertible debt - - - - 649,913 - - 649,913
Conversion of $93,130 principal
value of 12% convertible debt
along with $6,916 accrued
interest, net of $69,233
convertible debt discount - - 12,667,178 111,515 (80,702) - - 30,813
Net loss for the year - - - - - - (2,346,732) (2,346,732)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Balance,
September 30, 2002 200,020 200,020 64,311,823 18,435,238 2,167,933 $ - (22,918,163) (2,114,972)
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares issued in exchange for:
Services, October, 2002 through
July, 2003, valued from
$0.0012 to $0.0100 share - $ - 31,500,000 $ 134,000 $ - $ - $ - $ 134,000
Debt and accrued liabilities,
October, 2002 through September,
2003, valued from $0.0010 to
$0.0512 per share, including
transfer of $155,027
beneficial conversion option 162,134,748 704,774 (155,027) - - 549,747
Cash, November, 2002 through
September, 2003, with prices
ranging from $0.0010 to $0.100
per share - - 128,500,000 180,000 - - - 180,000
Issuance of 2,500,000 warrants,
November, 2002 through May, 2003,
at an exercise price of $0.005
per share, in conjunction with
$500,000 principal value of 12%
convertible debt - - - - 9,816 - - 9,816
Beneficial conversion option,
November, 2002, through May, 2003,
pertaining to $500,000 principal
value of 12% convertible debt - - - - 490,184 - - 490,184
Conversion of $193,665 principal
value of 12% convertible debt
along with $34,355 accrued
interest, net of $52,340
convertible debt discount - - 103,778,301 353,525 (177,845) - - 175,680
Net loss for the year - - - - - - (2,386,875) (2,386,875)
--------- ---------- ----------- ----------- ---------- ---------- ------------ -----------
Balance,
September 30, 2003 200,020 $ 200,020 490,224,872 $19,807,537 $2,335,061 $ - $(25,305,038)$(2,962,420)
========= ========== =========== =========== ========== ========== ============ ===========
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Deficit
Accumulated Total
Preferred Stock Common Stock Additional Stock During the Shareholders'
Class A No Par Value Paid-in Subscript. Development Equity
Shares Value Shares Value Capital Receivable Stage (Deficit)
--------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares issued in exchange for:
Services, October 2003 through
August 2004 valued from
$0.0008 to $0.0026 per share 0 $ 0 57,300,000 $ 78,400 $ 0 $ 0 $ 0 $ 78,400
Issuance of 7,000,000 warrants
November 2003 through
September 2004 at exercise
Prices ranging from $0.002 to
$0.005 per share, in
conjunction with $2,000,000
principal value of 12%
convertible debt 0 0 0 0 9,447 0 0 9,447
Debt and accrued liabilities
December 2003 with
preferred stock class A
valued at $1.00 per share 15,845 A 15,845 0 0 0 0 0 15,845
Debt and accrued liabilities
November 2003 to September
2004 with common shares
valued from $0.001 to $0.0025
per share 0 0 156,625,000 163,575 0 0 0 163,575
Cash, November 2003 through
March 2004 with prices of
approximately $0.0010 0 0 74,670,000 75,000 0 0 0 75,000
per share
Re-characterization of beneficial
conversion option as derivative
conversion option , October 2003
pertaining to $963,205 of
convertible debt at
September 30, 2003 0 0 0 0 (881,550) 0 0 (881,550)
Conversion of $218,115 principal
value of 12% convertible debt
$327,172 of derivative
conversion option
along with $49,008 accrued
interest, net of $28,571
convertible debt discount 0 0 352,352,250 565,724 0 0 565,724
Net loss for the year 0 0 0 0 0 0 (4,228,827) (4,228,827)
--------- ---------- ----------- ----------- ---------- ---------- ------------ -----------
Balance, September 30, 2004 215,865 $ 215,865 1,131,172,122$20,690,236 $1,462,958 $ 0 $(29,533,865)$(7,164,806)
========= ========== =========== =========== ========== ========== ============ ===========
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period from December 1, 1990 (Inception) Through September 30, 2005
Preferred Stock Common Stock Additional Stock Total
Class A and B No Par Value Paid in Subscription Accumulated Shareholders'
Shares Value Shares Value Capital Receivable Deficit Equity (Deficit)
---------- ---------- ------------- ----------- ---------- ---------- ------------ -----------
Shares issued in exchange for:
Cash, January 2005 with a price
of $0.00125 per share 0 0 4,000,000 5,000 0 0 0 5,000
Debt, accrued liabilities
and prepaid retainer
October 2004 to September
2005 with common shares
valued from approximately
$0.0004 to $0.0010 per share 0 0 591,300,000 473,362 0 0 0 473,362
Services, December 2004 through
August 2005 valued from
$0.0006 to $0.0010 per share 0 0 52,000,000 46,200 0 0 0 46,200
Issuance of 2,800,000 warrants
November 2004 through
September 2005 at an exercise
price of $0.0039 per share, in
conjunction with $1,400,000
principle value of 12%
convertible debt 0 0 0 0 3,756 0 0 3,756
Conversion of $2,529,378 principal
value of convertible debt,
$3,794,067 of derivative
conversion option
along with $104,410 accrued
interest, net of $973,565
convertible debt discount 0 0 5,610,392,876 5,454,290 0 0 5,454,290
Net loss for the year 0 0 0 0 0 0 (3,132,683) (3,132,683)
---------- ---------- ------------- ----------- ----------- ---------- ------------ -----------
Balance, September 30, 2005 215,865 $ 215,865 7,388,864,998 $ 26,669,088 $ 1,466,714 $ 0 $(32,666,548)$(4,314,881)
========== ========== ============= =========== =========== ========== ============ ===========
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended September 30, 2005 and 2004
And the Cumulative Period
From December 31, 1990 (Inception) Through September 30, 2005
Dec. 1, 1990
(Inception)
Year Ended Year Ended Through
September 30, September 30, September 30,
2005 2004 2005
Operating activities
Net loss $ (3,132,683)$ (4,228,827)$ (31,588,806)
Adjustments to reconcile net loss
to net cash used in
operating activities:
Provision for bad debt 0 0 1,422,401
Depreciation and amortization 17,770 17,007 1,728,930
Stock issued for services 46,200 78,400 7,645,373
Stock issued for interest 0 535,591
Settlements 0 0 (25,000)
Minority interest 0 0 (62,500)
Intangibles 0 0 1,299,861
Amortization of loan fees
and note discounts 835,863 770,739 3,047,140
Mark-to-market of derivative
conversion option 703,756 1,572,705 2,276,461
Forgiveness of debt (504,462) 0 (504,462)
Changes in operating assets and liabilities
(Increase) decrease in assets
Accounts receivable 0 0 (4,201)
Prepaid expenses 105,185 (176,967) 110,564
Interest receivable 0 0 (95,700)
Increase (decrease) in liabilities
Accounts payable 350,834 116,108 1,384,343
Accrued compensation 274,946 360,461 2,855,199
Due to officers (75,656) (37,168) 631,146
Other current liabilities 105,737 206,870 861,765
---------------- ---------------- ----------------
Total adjustments 1,860,173 2,908,154 23,106,911
---------------- ---------------- ----------------
Net cash used in operating activities (1,272,510) (1,320,672) (8,481,895)
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended September 30, 2005 and 2004
And the Cumulative Period
From December 31, 1990 (Inception) Through September 30, 2005
Dec. 1, 1990
(Inception)
Year Ended Year Ended Through
September 30, September 30, September 30,
2005 2004 2005
Investing activities
Collection of notes receivable $ 0 $ 0 $ 0
Increase in notes receivable 0 0 (1,322,500)
Cost of license & technology 0 0 (94,057)
Purchase of equipment (33,671) (7,888) (245,405)
---------------- ---------------- ----------------
Net cash used in investing activities (33,671) (7,888) (1,661,962)
Financing activities
Common stock issued for cash 5,000 75,000 3,492,172
Stock warrants 3,756 9,447 200,334
Preferred stock issued for cash 0 16,345
Proceeds from stock purchase 0 0 281,250
Loan fees (42,368) (213,843) (559,555)
Proceeds from debts
Related party 0 0 206,544
Other 1,411,014 2,073,218 7,647,275
Payments on debt
Related party 0 (53,172)
Other (102,500) (67,500) (604,536)
Decrease in subscription receivable 0 0 35,450
Contributed capital 0 0 515
---------------- ---------------- ----------------
Net cash provided by financing activities 1,274,902 1,876,322 10,662,622
Net increase (decrease) in cash (31,279) 547,762 518,765
Cash beginning of period 550,044 2,282 0
---------------- ---------------- ----------------
Cash end of period $ 518,765 $ 550,044 $ 518,765
================ ================ ================
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended September 30, 2005 and 2004
And the Cumulative Period
From December 31, 1990 (Inception) Through September 30, 2005
Dec. 1, 1990
(Inception)
Year Ended Year Ended Through
September 30, September 30, September 30,
2005 2004 2005
Cash paid during the year for
Interest 81,123 105,000 699,490
Taxes 0 6,400 14,450
Non-cash investing and financing activities
Common stock issued for
Note receivable 0 0 281,250
Prepaids 82,402 0 264,748
PP&E 0 0 130,931
Deposit 0 0 0
License & technology 0 0 2,191,478
Minority interest 0 0 59,247
Repayment of debt 5,587,240 729,300 11,888,207
Service & interest 258,010 0 5,207,202
Preferred stock issued for
Services 15,845 75,845
Repayment of debt 0 0 119,520
Preferred stock options issued for
Repayment of debt 0 0 100,000
Re-characterize beneficial
conversion option as debt 0 881,550 881,550
The accompanying notes are an integral part of these consolidated financial statements.
|
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Conectisys Corporation (formerly Coastal Financial Corp.)(the "Company") was incorporated under the laws of Colorado on February 3, 1986, to analyze and invest in business opportunities as they may occur. The Company is a development-stage entity developing automatic meter reading technologies and products for remote reading of electronic energy meters located in residential structures.
On July 15, 1998, United Telemetry Company, Inc. was incorporated in the State of Nevada as a wholly-owned subsidiary of the Company.
On January 11, 2000, a new Nevada corporation, eEnergyServices.com, Inc., was formed as a wholly-owned subsidiary of the Company, which, as yet, has no net assets and has not commenced operations.
Basis of presentation
The accompanying consolidated financial statements include the accounts and transactions of Conectisys Corporation, its wholly-owned subsidiaries TechniLink, Inc., eEnergyServices.com, Inc., and United Telemetry Company, Inc., and its 80% owned subsidiary PrimeLink, Inc. All material intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Certain prior period balances have been reclassified to conform to the current year's presentation.
The Company returned to the development stage in accordance with SFAS No. 7 on December 1, 1990 and during the fiscal year ended November 30, 1995. The Company has completed two mergers and is in the process of developing its technology and product lines.
Use of estimates
The preparation of the Company's consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair value of financial instruments
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments", requires that the Company disclose estimated fair values for its 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 offering for sale at one time the Company's entire holdings of a particular instrument. Changes in assumptions could significantly affect the estimates.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)
Since the fair value is estimated at September 30, 2005, 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/from officer, accrued interest, other current liabilities, and notes payable approximate fair value because of the short maturity of these instruments. Also, market rates of interest apply on all officer advances and short-term promissory notes. Long-term debt is recorded at face value because the principal amount is convertible into common stock.
Fiscal year
Effective December 1, 1998, the Company changed its fiscal year-end from November 30 to September 30.
Research and development costs
The Company has been engaged in researching, engineering, and developing its H-Net(TM) technologies since August 1995, and did not generate any revenue during the past fiscal year. The Company hopes to complete additional large- scale cost reduction runs for the production and subsequent sale of the H-Net (TM)system in 2005.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and on deposit and highly liquid debt instruments with original maturities of three months or less. All funds on deposit are with one financial institution.
Property and equipment
Property and equipment are stated at cost. Depreciation is computed on property and equipment using the straight-line method over the expected useful lives of the assets, which are generally three years for computer software, five years for vehicles and office equipment, and seven years for furniture and fixtures.
Technology
Deferred technology costs include capitalized product development and product improvement costs incurred after achieving technological feasibility and are amortized over a period of five years. At September 30, 2005, no deferred technology costs were recognized.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)
Accounting for stock-based compensation
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-based Compensation," establishes a fair value method of accounting for stock-based compensation plans and for transactions in which an entity acquires goods or services from non-employees in exchange for equity instruments. The Company adopted this accounting standard on January 1, 1996. SFAS No. 123 also encourages, but does not require, companies to record compensation cost for stock-based employee compensation. The Company has chosen to account for stock-based compensation utilizing the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair market price of the Company's stock at the date of grant over the amount an employee must pay to acquire the stock. Also, in accordance with SFAS No. 123, the Company has provided footnote disclosures with respect to stock-based employee compensation. The cost of stock-based compensation is measured at the grant date on the value of the award, and this cost is then recognized as compensation expense over the service period. The value of the stock-based award is determined using a pricing model whereby compensation cost is the excess of the fair market value of the stock as determined by the model at the grant date or other measurement date over the amount an employee must pay to acquire the stock.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123," effective for fiscal years ending after December 15, 2002, which provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The adoption of SFAS No. 148 did not have a material impact on the Company's consolidated financial statements, as the adoption of this standard did not require the Company to change, and the Company did not change, to the fair value based method of accounting for stock-based compensation.
Net loss per common share - basic and diluted
Net loss per common share - diluted is based on the weighted average number of common and common equivalent shares outstanding for the periods presented. Common equivalent shares representing the common shares that would be issued on exercise of convertible securities and outstanding stock options and warrants reduced by the number of shares which could be purchased from the related exercise proceeds are not included since their effect would be anti- dilutive.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
As of September 30, 2005, the Company had 7,388,864,998 shares of common stock outstanding. If all of the Company's unexpired stock warrants and options (including contingent issuances) were exercised, and all the principal value and accrued interest on its outstanding convertible debentures were converted, the Company's incremental common shares (not included in the denominator of diluted earnings (loss) per share because of their anti-dilutive nature) would be as follows:
Class B preferred stock options 10,000,000
Convertible note holder - common stock warrants 12,300,000
Common stock options - officers 1,943,654
--------------
Subtotal 24,243,654
Accrued officer compensation ($440,000),
convertible into common stock 358,758,842
Convertible note holder principal value
($1,615,712), accrued interest ($212,924)
assumed converted into common stock at
$0.00008 per share 22,857,950,000
--------------
Total potential common stock equivalents 23,240,952,496
|
The following table illustrates the effect on net loss if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation:
Year Ended Year Ended
09/30/2005 09/30/2004
------------------ ------------------
Net loss, as reported $ (3,132,683) $ (4,228,827)
Add: Total stock-based
compensation expense included
in net loss, as reported - -
Deduct: Total stock-based
compensation expense
determined under fair value based
method for all awards, net of
related tax effects - -
-------------- ---------------
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Pro forma net loss $ (3,132,683) $ (4,228,827)
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock issued for non-cash consideration
Shares of the Company's no par value common stock issued in exchange for goods or services are valued at the cost of the goods or services received or at the market value of the shares issued, depending on the ability to estimate the value of the goods or services received.
Income taxes
The Company files a consolidated federal income tax return. The Company has adopted SFAS No. 109, which requires the Company to recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax basis of assets using the enacted rates in effect in the years in which the differences are expected to reverse. The Company has recognized a valuation allowance covering 100% of the net deferred tax assets (primarily tax benefits from net operating loss carryforwards), because it is more likely than not that the tax benefits attributable to the deferred tax assets will not be realized in the future.
Advertising Costs
The Company expenses advertising cost in the year incurred. Such costs amounted to $16,824 and $7,447 for the years ended September 30, 2005 and 2004 respectively.
Recently issued accounting pronouncements
In November 2004, the Financial Accounting Standards Board (the "FASB") issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4." SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted materials. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The initial application of SFAS No. 151 will have no impact on the Company's financial position or results of operations.
In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment," which addresses the accounting for employee stock options. SFAS 123(R) revises the disclosure provisions of SFAS 123 and supersedes APB 25. SFAS 123(R) requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in financial statements based on the estimated fair value of the awards. In March 2005, the Securities & Exchange Commission (the "SEC") issued Staff Accounting Bulletin No. 107, "Share-Based Payment," which summarizes the views of the SEC staff regarding the interaction between SFAS 123(R) and certain SEC rules and regulations, and is intended to assist in the initial implementation. SFAS(R) is effective for all companies that file as small business issuers as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The Company is currently evaluating the provisions of SFAS 123(R) and its effect on its financial statements. The Company does not expect the adoption of this statements to have a material impact on its financial statements.
In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets, an amendment of APB 29, Accounting for Nonmonetary Transactions." This statement's amendments are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, SFAS 153 eliminates the narrow exception for nonmonetary exchanges of similar productive assets and replaces it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. Provisions of this statement are effective for fiscal periods beginning after June 15, 2005. The Company does not expect the adoption of this statement to have a material impact on its financial statements.
In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations"("FIN 47"), which is an interpretation of SFAS 143, "Accounting for Asset Retirement Obligations." FIN 47 clarifies terminology within SFAS 143 and requires an entry to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. FIN 47 is effective for fiscal years ending after December 15, 2005. The Company does not expect the adoption of this statement to have a material impact on its financial statements.
In June 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections," which will require entities that voluntarily make a change in accounting principle to apply that change retroactively to prior periods' financial statements unless this would be impracticable. SFAS No. 154 supersedes Accounting Principles Board Opinion No. 20, "Accounting Changes" ("APB No. 20"), which previously required that most voluntary changes in accounting principle be recognized by including in the current period's net income the cumulative effect of changing to the new accounting principle. SFAS No. 154 also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correcetion of an error. Another significant change in practice under SFAS No. 154 will be that if an entity changes its method of depreciation, amortization, or depletion for long-lived, non-financial assets, the change must be accounted for as a change in accounting principle. SFAS No. 154 applies to accounting changes and error corrections that are made in fiscal years beginning after December 15, 2005. The provisions of SFAS No. 154 are not expected to affect the Company's consolidated financial statements.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 2. GOING CONCERN UNCERTAINTY
As of September 30, 2005, the Company had a deficiency in working capital of approximately $2,800,000 and had incurred continual net losses since its return to the development stage in fiscal 1996, of approximately $32,000,000, which raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans for correcting these deficiencies include the future sales and licensing of the Company's products and technologies, the raising of capital through the issuance of common stock and from continued officer advances, which are expected to help provide the Company with the liquidity necessary to meet operating expenses. An investor group had previously advanced the Company an aggregate amount of $3,250,000 through fourteen similar funding tranches occurring in April 2002, May 2002, June 2002, November 2002, March 2003, May 2003, November 2003, December 2003, December 2003, February 2004, March 2004, April 2004, June 2004 and September 2004. During the year ended September 30, 2005, the same investor group advanced the Company an additional $1,400,000. The Company received $158,033 in March 2005, $108,733 in April 2005, $543,665 in June 2005 and $589,569 in September 2005, including certain fees payable, in connection with this additional financing. Over the longer term, the Company plans to achieve profitability through its operations from the sale and licensing of its H-Net(TM) automatic meter-reading system. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of the recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
NOTE 3. RELATED PARTY TRANSACTIONS
The officers of the Company have continually advanced funds to the Company. These advances have generally been in the form of revolving short-term promissory notes at an annual interest rate of 18% (see Note 8 below).
NOTE 4. PREPAID EXPENSES AND DEPOSITS
The Company has accrued a prepaid expense of $80,000 as a staying bonus for its Chief Executive Officer as per his employment contract (see NOTE 13). The staying bonus is being amortized over the calendar year 2005. For the calendar year ended December 31, 2005, $60,000 of this expense was amortized as officer salaries with a balance of $20,000 at September 30, 2005.
In connection with the convertible debenture financing obtained in April 2004, June 2004 and September 2004, the Company prepaid $30,000, $75,000 and $75,000 dollars in interest, respectively (see NOTE 10). The prepaid interest is being amortized over a one year period. For the year ended September 30, 2004, $13,562, $19,110 and $4,520 were amortized, respectively, related to this prepaid interest for a total of $37,192. The balances at September 30, 2004 were $16,438, $55,890 and $70,480 for total prepaid interest of $142,808. During the year ended September 30, 2005, an additional $6,264, $33,190 and $37,343 were amortized, respectively, related to this prepaid interest for a total of $76,797. The balances at September 30, 2005 tentatively were $10,174, $22,700 and $33,137 for a total prepaid interest of $66,011. As of September 30, 2005, the Company had converted all convertible debentures relating to the $10,174, $22,700 and $33,137 prepaid balances. These amounts are being applied to the remaining accrued and unpaid interest on other debentures. In March 2005, April 2005, May 2005 and September 2005, the Company prepaid $1,033, $1,033, $5,165 and $36,665 respectively for a total of $43,896 in interest in connection with the convertible debenture financing. These amount were either fully amortized or are being applied against the accrued interest liability. As a result, there is no prepaid interest included in prepaid expenses.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 4. PREPAID EXPENSES AND DEPOSITS(continued)
The balance of the September 2004 retainer in the amount of $4,159 to a law firm in connection with a suit brought forth by Devon Investment Advisors Ltd. has been fully applied to invoices.
Included in prepaid expenses is $20,000 in an escrow account designated for key man life insurance. Also included are prepaid retainers to a consultant for $82,402 and a law firm for $31,782.
As of September 30, 2005, the balance in prepaid expenses was $154,184.
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment at September 30, 2005 consisted of the following:
Office equipment $ 323,525
Furniture and fixtures 19,700
Vehicles 35,362
-----------
Total cost 378,587
Accumulated depreciation (339,330)
-----------
Net book value $ 39,257
===========
|
NOTE 6. LICENSE RIGHTS AND TECHNOLOGY
License rights and technology at September 30, 2005 consisted of the following:
License rights $ 421,478
Accumulated amortization (421,478)
-----------
Net book value $ -
===========
|
NOTE 7. LOAN FEES
In February 2002, the Company received $340,000 in short-term financing from an investment group through the issuance of a promissory note maturing on May 15, 2002 and accruing interest at an annual rate of 18%. Included in the loan was $40,000 in fees, consisting specifically of a $30,000 finder's fee and a $10,000 legal fee. These loan fees were fully amortized at September 30, 2002, with the balances written-off at September 30, 2005 as a result of a legal settlement.
In March through June 2002, the Company received $750,000 from an accredited investor group in exchange for 12% convertible debentures, convertible at the lesser of $0.06 per share and 50% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 3,750,000 common stock warrants, exercisable over a three year period at the lesser of $0.045 per share and the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. Loan fees associated with these loans amounted to $147,500, of which $90,000 represented finder's fees and $57,500 represented legal costs. These loan fees were fully amortized at September 30, 2003.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 7. LOAN FEES (continued)
In November 2002 through May 2003, the Company received another $500,000 from the above accredited investor group in exchange for 12% convertible debentures, convertible at the lesser of $0.01 per share and 50% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 2,500,000 common stock warrants, exercisable over a seven-year period at $0.005 per share. Loan fees associated with these loans amounted to $83,069, consisting of $66,069 in finder's fees and $17,000 in legal costs. Amortization of these fees over the pro-rata portion of the one-year term of the loans amounted to $55,173 through September 30, 2003. Total amortization of all loan fees during the year ended September 30, 2003 amounted to $144,276, including $89,103 attributable to the unamortized balance at September 30, 2002. The unamortized balance of the loan fees at September 30, 2003 was $27,896.
In October 2003, the variable conversion price of the 12% convertible debentures issued from March through June 2002 and from November 2002 through May 2003 was reduced from 50% to 40% of the average of the lowest three intra- day trading prices of a share of common stock during the 20 trading days immediately preceding conversion.
In November 2003 through December 2003, the Company received another $200,000 from the above accredited investor group in exchange for 12% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 1,500,000 common stock warrants, exercisable over a seven-year period at $0.005 per share. Loan fees associated with these loans amounted to $33,778, consisting of $18,778 in finder's fees and $15,000 in legal costs.
In February 2004 and March 2004, the Company received another $300,000 from the above accredited investor group in exchange for 12% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 1,500,000 common stock warrants, exercisable over a seven-year period at $0.002 per share. Loan fees associated with these loans amounted to $42,335, consisting of $35,335 in finder's fees and $7,000 in legal costs.
In April 2004, the Company received another $250,000 from the above accredited investor group in exchange for 12% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 750,000 common stock warrants, exercisable over a seven-year period at $0.002 per share. Loan fees associated with these loans amounted to $36,624, consisting of $21,624 in finder's fees and $15,000 in legal costs. The Company also prepaid $30,000 in interest.
In June 2004, the Company received another $625,000 from the above accredited investor group in exchange for 12% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 1,875,000 common stock warrants, exercisable over a seven-year period at $0.002 per share. Loan fees associated with these loans amounted to $52,653, consisting of $47,653 in finder's fees and $5,000 in legal costs. The Company also prepaid $75,000 in interest.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 7. LOAN FEES (continued)
In September 2004, the Company received another $625,000 from the above accredited investor group in exchange for 12% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 1,875,000 common stock warrants, exercisable over a seven-year period at $0.002 per share. Loan fees associated with these loans amounted to $48,453, consisting of $46,953 in finder's fees and $1,500 in legal costs. The Company also prepaid $75,000 in interest.
Total new loan fees during the year ended September 30, 2004 amounted to $213,843.
Total amortization on the one- and two-year lives of all loan fees amounted to $97,034 during the year ended September 30, 2004, leaving an unamortized balance at September 30, 2004 of $144,705. During the year ended September 30, 2005, total amortization of loan fees amounted to $129,505, leaving an unamortized balance of $15,200.
In March 2005, the Company received another $158,033 from the above accredited investor group in exchange for 8% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 316,066 common stock warrants, exercisable over a five-year period at $0.0039 per share. Loan fees associated with these loans amounted to $9,000 in finder's fees and $5,000 in legal costs. The Company also paid $1,033 in prepaid interest.
In April 2005, the Company received another $108,733 from the above accredited investor group in exchange for 8% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 217,466 common stock warrants, exercisable over a five-year period at $0.0039 per share. Loan fees associated with these loans amounted to $2,000 in finder's fees. The Company also paid $1,033 in prepaid interest.
In May 2005, the Company received another $543,665 from the above accredited investor group in exchange for 8% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 1,087,330 common stock warrants, exercisable over a five-year period at $0.0039 per share. Loan fees associated with these loans amounted to $10,000, in finder's fees. The Company also paid $5,165 in prepaid interest.
In June of 2005, the Company incurred an additional $6,368 in finder fees in connection with a prior issuance of convertible debt from the above accredited investor group.
In September 2005, the Company received another $589,569 from the above accredited investor group in exchange for 8% convertible debentures, convertible at the lesser of $0.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The convertible debentures were accompanied by 1,179,138 common stock warrants, exercisable over a five-year period at $0.0039 per share. Loan fees associated with these loans amounted to $10,000, in finder's fees. The Company also paid $36,665 in prepaid interest.
Total new loan fees during the year ended September 30, 2005 amounted to $42,368. During the year ended September 30, 2005, total amortization of current year's loan fees amounted to $12,366, leaving an unamortized balance of $30,002.
Total unamortized loan fees at September 30, 2005 is $45,202.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 8. DUE TO/FROM OFFICERS
At September 30, 2001, a revolving promissory note agreement for $56,880 was drawn up, due on demand, at an annual interest rate of 18%, for unpaid cumulative advances (plus interest) made by the Company's CEO. During the year ended September 30, 2002, cash advances of $31,500 were made. Additionally, the loan account was increased by $120,875, representing the value of 2,361,814 restricted shares of the Company's common stock held by the CEO, which were used as collateral and transferred to a note holder in June of 2002 to partially cover a $300,000 debt, and by $16,202, representing the value of 794,857 restricted shares of the Company's common stock held by the CEO, which were pledged to and sold by a convertible note holder on a Company obligation in default. Repayments of debt by the Company amounted to $144,806 and accrued interest amounted to $6,913 during the year ended September 30, 2002, resulting in a loan balance due the CEO at September 30, 2002 of $87,564. During the year ended September 30, 2003, additional cash advances totaling $37,869 were made, along with $37,423, representing another 1,835,885 restricted shares of the Company's common stock pledged and sold by the above note holder. Repayments of debt by the Company amounted to $136,009, including re-issuance of 2,361,814 restricted shares of the Company's common stock valued at $120,875 that had been transferred to a note holder during the previous fiscal year. Accrued interest during the year ended September 30, 2003 was $10,073, bringing the loan balance due the CEO at September 30, 2003 to $36,920. During the year ended September 30, 2004, the Company repaid $32,673. Accrued interest of $3,558 during the period brought the loan balance due the CEO at September 30, 2004 to $7,805. During the year ended September 30, 2005, the Company repaid $45,715 including accrued interest during the period of $212 creating a balance due from officer of $37,698 which has been applied to accrued compensation due to the CEO. There is no amount due to the CEO at September 30, 2005.
At September 30, 2001, a promissory note agreement for $25,874 was drawn up, due on demand, at an annual interest rate of 18 percent, for cumulative advances (plus interest) made by the Company's Secretary/Treasurer. The Secretary/Treasurer had also borrowed on a personal credit card for the Company's behalf in the amount of $18,455, bringing the total obligation due the Secretary/Treasurer at September 30, 2001 to $44,329. During the year ended September 30, 2002, the personal credit card balance was virtually paid- off. Additional loan advances were $19,500, loan repayments were $39,500, and accrued interest was $2,269 during the year ended September 30, 2002, bringing the aggregate loan balance due the Secretary/Treasurer at September 30, 2002 to $8,143. During the year ended September 30, 2003, additional cash advances of $37,500 were made, and accrued interest was $6,522, resulting in a loan balance due the Secretary/Treasurer at September 30, 2003 of $52,165. During the year ended September 30, 2004, the Company repaid $25,655 and received an additional $666 from the Treasurer. Accrued interest amounted to $8,077 during the period bringing the loan balance due the Secretary at September 30, 2004 to $35,253. During the year ended September 30, 2005, the Company repaid $37,962. Accrued interest during the period amounted to $3,094, bringing the loan balance at September 30, 2005 to $385. The loan balance at September 30, 2005 is due on demand and continues to accrue interest at the rate of 18% per year.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 8. DUE TO/FROM OFFICERS (continued)
During the period May through September 2002, the Company's Chief Technical Officer advanced the Company $32,946, corresponding to 684,407 restricted shares of the Company's common stock held by the officer, which were pledged to and sold by a convertible note holder on a Company obligation in default. Accrued interest at the annual rate of 18% was $1,831 through the end of the fiscal year, bringing the total loan amount to $34,777 at September 30, 2002. In November 2002, the Company re-issued the 684,407 restricted shares to the Chief Technical Officer (valued at $32,946) that had been pledged to and sold by the convertible note holder during the previous fiscal year. Accrued interest amounted to $1,205 during the year ended September 30, 2003, resulting in a loan balance of $3,036 as of that date. During the year ended September 30, 2004, the Company repaid $15,623. During the year ended September 30, 2004, accrued interest amounted to $294, which brought the tentative balance due from the Chief Technical Officer to $12,293. This amount has been applied against the accrued compensation owed the Chief Technical Officer, resulting in a net amount due to/from the officer at September 30, 2005 of $0.
The aggregate amount due officers at September 30, 2005 was $385 and interest expense on the officer loans amounted to $3,306 for the year ended September 30, 2005.
As of September 30, 2005, the Company owed its officers $1,683,191 in accrued
compensation. Of this amount, $360,000 was attributable to aggregate staying
bonuses payable to the President and Secretary/Treasurer of the Company as of
December 31, 2004. An additional $80,000 payable to the President on
January 1, 2006 is being amortized over the 2005 calendar year.
The staying bonuses are to be compensated for with the Company's common stock,
valued at the average bid and ask price for the stock for the 30 days prior
to each respective year-end issuance date. The total common stock to be issued
as staying bonuses amounted to 358,758,842 at September 30, 2005, including
289,156,627 shares to settle the upcoming January 1, 2006 stating bonus.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE
Notes payable at September 30, 2005 consisted of the following:
Convertible Debentures - secured by substantially all the assets of
the Company
Convertible Debenture #1
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
March 29, 2003 at an annual interest
rate of 12% $ 0
Accrued interest of $7,075 and principal
on Convertible Debenture convertible
into approximately 88,437,500
shares of common stock at the price
of $0.00008 at September 30, 2005 7,075 $ 7,075
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Note payable to New Millennium Capital
Partners II, LLC (Convertible Debenture)
due on March 29, 2003 at an annual interest
rate of 12% $ 0
Accrued interest of $7,075 and principal
on Convertible Debenture convertible
into approximately 88,437,500
shares of common stock at the price
of $0.00008 at September 30, 2005 7,075 7,075
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Note payable to AJW/New Millennium
Offshore, Ltd. (Convertible Debenture)
due on March 29, 2003 at an annual
interest rate of 12% $ 0
Accrued interest of $8,136 and principal
on Convertible Debenture convertible
into approximately 101,700,000
shares of common stock at the price
of $0.00008 at September 30, 2005 8,136 $ 8,136
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Note payable to Pegasus Capital Partners,
LLC (Convertible Debenture) due on
March 29, 2003 at an annual interest
rate of 12% $ 0
Accrued interest of $4,975 and principal
on Convertible Debenture convertible
into approximately 62,187,500
shares of common stock at the price
of $0.00008 at September 30, 2005 4,975 $ 4,975
-------
Convertible Debenture #2
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
May 10, 2003 at an annual interest
rate of 12% $ 0
Accrued interest of $9,600 and principal
on Convertible Debenture convertible
into approximately 120,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 9,600 $ 9,600
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Note payable to New Millennium Capital
Partners II, LLC (Convertible Debenture)
due on May 10, 2003 at an annual
interest rate of 12% $ 0
Accrued interest of $9,600 and principal
on Convertible Debenture convertible
into approximately 120,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 9,600 $ 9,600
-------
Note payable to AJW/New Millennium
Offshore, Ltd. (Convertible Debenture)
due on May 10, 2003 at an annual
interest rate of 12% $ 0
Accrued interest of $10,800 and principal
on Convertible Debenture convertible
into approximately 135,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 10,800 $ 10,800
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Note payable to Pegasus Capital Partners,
LLC (Convertible Debenture) due on
May 10, 2003 at an annual
interest rate of 12% $ 0
Accrued interest of $6,000 and principal
on Convertible Debenture convertible
into approximately 75,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 6,000 $ 6,000
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #3
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
June 17, 2003 at an annual interest
rate of 12% $ 0
Accrued interest of $19,200 and principal
on Convertible Debenture convertible
into approximately 240,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 19,200 $ 19,200
--------
Note payable to New Millennium Capital
Partners II, LLC (Convertible Debenture)
due on June 17, 2003 at an annual
interest rate of 12% $ 0
Accrued interest of $19,200 and principal
on Convertible Debenture convertible
into approximately 240,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 19,200 $ 19,200
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Note payable to AJW/New Millennium
Offshore, Ltd. (Convertible Debenture)
due on June 17, 2003 at an annual
interest rate of 12% $ 0
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Accrued interest of $21,600 and principal
on Convertible Debenture convertible
into approximately 270,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 21,600 $ 21,600
--------
Note payable to Pegasus Capital Partners,
LLC (Convertible Debenture) due on
June 17, 2003 at an annual
interest rate of 12% $ 0
Accrued interest of $12,000 and principal
on Convertible Debenture convertible
into approximately 150,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 12,000 $ 12,000
--------
Convertible Debenture #5
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
March 3, 2004 at an annual interest
rate of 12% $ 0
Accrued interest of $9,240 and principal
on Convertible Debenture convertible
into approximately 115,500,000
shares of common stock at the price
of $0.00008 at September 30, 2005 9,240 $ 9,240
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
March 3, 2004 at an annual interest
rate of 12% $ 0
Accrued interest of $9,240 and principal
on Convertible Debenture convertible
into approximately 115,500,000
shares of common stock at the price
of $0.00008 at September 30, 2005 9,240 $ 9,240
-------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
March 3, 2004 at an annual interest
rate of 12% $ 0
Accrued interest of $9,240 and principal
on Convertible Debenture convertible
into approximately 115,500,000
shares of common stock at the price
of $0.00008 at September 30, 2005 9,240 9,240
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #6
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
May 12, 2004 at an annual interest
rate of 12% $ 0
Accrued interest of $12,000 and principal
on Convertible Debenture convertible
into approximately 150,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 12,000 $ 12,000
-------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
May 12, 2004 at an annual interest
rate of 12% $ 0
Accrued interest of $12,000 and principal
on Convertible Debenture convertible
into approximately 150,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 12,000 $ 12,000
-------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
May 12, 2004 at an annual interest
rate of 12% $ 0
Accrued interest of $12,000 and principal
on Convertible Debenture convertible
into approximately 150,000,000
shares of common stock at the price
of $0.00008 at September 30, 2005 12,000 $ 12,000
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #7
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
November 25, 2004 at an annual interest
rate of 12% $33,334
Accrued interest of $7,408 and principal
on Convertible Debenture convertible
into approximately 509,275,000
shares of common stock at the price
of $0.00008 at September 30, 2005 7,408 $ 40,742
--------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
November 25, 2004 at an annual interest
rate of 12% $33,333
Accrued interest of $7,408 and principal
on Convertible Debenture convertible
into approximately 509,262,500
shares of common stock at the price
of $0.00008 at September 30, 2005 7,408 $ 40,741
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
November 25, 2004 at an annual interest
rate of 12% $33,333
Accrued interest of $7,409 and principal
on Convertible Debenture convertible
into approximately 509,275,000
shares of common stock at the price
of $0.00008 at September 30, 2005 7,409 $ 40,742
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #8
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
December 3, 2004 at an annual interest
rate of 12% $16,667
Accrued interest of $3,660 and principal
on Convertible Debenture convertible
into approximately 254,087,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,660 $ 20,327
--------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
December 3, 2004 at an annual interest
rate of 12% $16,667
Accrued interest of $3,660 and principal
on Convertible Debenture convertible
into approximately 254,087,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,660 $ 20,327
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
December 3, 2004 at an annual interest
rate of 12% $16,666
Accrued interest of $3,661 and principal
on Convertible Debenture convertible
into approximately 254,087,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,661 $ 20,327
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #9
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
December 31, 2004 at an annual interest
rate of 12% $16,667
Accrued interest of $3,507 and principal
on Convertible Debenture convertible
into approximately 252,175,000
shares of common stock at the price
of $0.00008 at September 30, 2005 3,507 $ 20,174
--------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
December 31, 2004 at an annual interest
rate of 12% $16,667
Accrued interest of $3,507 and principal
on Convertible Debenture convertible
into approximately 252,175,000
shares of common stock at the price
of $0.00008 at September 30, 2005 3,507 $ 20,174
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
December 31, 2004 at an annual interest
rate of 12% $16,666
Accrued interest of $3,507 and principal
on Convertible Debenture convertible
into approximately 252,162,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,507 $ 20,173
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #10
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
February 18, 2005 at an annual interest
rate of 12% $16,666
Accrued interest of $3,239 and principal
on Convertible Debenture convertible
into approximately 248,812,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,239 $ 19,905
--------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
February 18, 2005 at an annual interest
rate of 12% $16,667
Accrued interest of $3,238 and principal
on Convertible Debenture convertible
into approximately 248,812,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,238 $ 19,905
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
February 18, 2005 at an annual interest
rate of 12% $16,667
Accrued interest of $3,238 and principal
on Convertible Debenture convertible
into approximately 248,812,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,238 $ 19,905
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #11
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
March 4, 2005 at an annual interest
rate of 12% $79,734
Accrued interest of $15,646 and principal
on Convertible Debenture convertible
into approximately 1,192,250,000
shares of common stock at the price
of $0.00008 at September 30, 2005 15,646 $ 95,380
--------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
March 4, 2005 at an annual interest
rate of 12% $79,733
Accrued interest of $15,646 and principal
on Convertible Debenture convertible
into approximately 1,192,237,500
shares of common stock at the price
of $0.00008 at September 30, 2005 15,646 $ 95,379
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
March 4, 2005 at an annual interest
rate of 12% $79,733
Accrued interest of $15,646 and principal
on Convertible Debenture convertible
into approximately 1,192,237,500
shares of common stock at the price
of $0.00008 at September 30, 2005 15,646 $ 95,379
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #12
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 25,285
Accrued interest of $1,097 and principal
on Convertible Debenture convertible
into approximately 329,775,000
shares of common stock at the price
of $0.00008 at September 30, 2005 1,097 $ 26,382
--------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 71,115
Accrued interest of $3,086 and principal
on Convertible Debenture convertible
into approximately 927,512,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,086 $ 74,201
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 58,472
Accrued interest of $2,538 and principal
on Convertible Debenture convertible
into approximately 762,625,000
shares of common stock at the price
of $0.00008 at September 30, 2005 2,538 $ 61,010
--------
Note payable to New Millennium Capital
Partners II, LLC (Convertible Debenture)
due on March 17, 2007 at an annual
interest rate of 8% with one year
interest prepaid $3,161
Accrued interest of $137 and principal
on Convertible Debenture convertible
into approximately 41,225,000
shares of common stock at the price
of $0.00008 at September 30, 2005 137 $ 3,298
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #13
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 17,397
Accrued interest of $625 and principal
on Convertible Debenture convertible
into approximately 225,275,000
shares of common stock at the price
of $0.00008 at September 30, 2005 625 $ 18,022
--------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 48,930
Accrued interest of $1,759 and principal
on Convertible Debenture convertible
into approximately 633,612,500
shares of common stock at the price
of $0.00008 at September 30, 2005 1,759 $ 50,689
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 40,231
Accrued interest of $1,446 and principal
on Convertible Debenture convertible
into approximately 520,962,500
shares of common stock at the price
of $0.00008 at September 30, 2005 1,446 $ 41,677
--------
Note payable to New Millennium Capital
Partners II, LLC (Convertible Debenture)
due on March 17, 2007 at an annual
interest rate of 8% with one year
interest prepaid $ 2,175
Accrued interest of $78 and principal
on Convertible Debenture convertible
into approximately 28,162,500
shares of common stock at the price
of $0.00008 at September 30, 2005 78 $ 2,253
--------
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #14
Note payable to AJW Partners, LLC
(Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 43,228
Accrued interest of $1,241 and principal
on Convertible Debenture convertible
into approximately 555,862,500
shares of common stock at the price
of $0.00008 at September 30, 2005 1,241 $ 44,469
--------
Note payable to AJW Offshore, Ltd.
(Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $121,580
Accrued interest of $3,491 and principal
on Convertible Debenture convertible
into approximately 1,563,387,500
shares of common stock at the price
of $0.00008 at September 30, 2005 3,491 $ 125,071
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 99,965
Accrued interest of $2,870 and principal
on Convertible Debenture convertible
into approximately 1,285,437,500
shares of common stock at the price
of $0.00008 at September 30, 2005 2,870 $ 102,835
--------
Note payable to New Millennium Capital
Partners II, LLC (Convertible Debenture)
due on March 17, 2007 at an annual
interest rate of 8% with one year
interest prepaid $ 5,404
Accrued interest of $155 and principal
on Convertible Debenture convertible
into approximately 69,487,500
shares of common stock at the price
of $0.00008 at September 30, 2005 155 $ 5,559
--------
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Convertible Debenture #16
Note payable to AJW Partners,
LLC (Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $ 94,331
Accrued interest of $21 and principal
on Convertible Debenture convertible
into approximately 1,179,400,000
shares of common stock at the price
of $0.00008 at September 30, 2005 21 $ 94,352
--------
Note payable to AJW Offshore, LTD
Partners II, LLC (Convertible Debenture)
due on March 17, 2007 at an annual
interest rate of 8% with one year
interest prepaid $265,306
Accrued interest of $58 and principal
on Convertible Debenture convertible
into approximately 3,317,050,000
shares of common stock at the price
of $0.00008 at September 30, 2005 58 $ 265,364
--------
Note payable to AJW Qualified Partners,
LLC (Convertible Debenture) due on
March 17, 2007 at an annual interest
rate of 8% with one year
interest prepaid $218,141
Accrued interest of $48 and principal
on Convertible Debenture convertible
into approximately 2,727,362,500
shares of common stock at the price
of $0.00008 at September 30, 2005 48 $ 218,189
--------
Note payable to New Millennium Capital
Partners II, LLC (Convertible Debenture)
due on March 17, 2007 at an annual
interest rate of 8% with one year
interest prepaid $ 11,791
Accrued interest of $2 and principal
on Convertible Debenture convertible
into approximately 147,412,500
shares of common stock at the price
of $0.00008 at September 30, 2005 2 $ 11,793
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
Subtotal of all Convertible Debentures 1,933,725
Less reclassified accrued interest $ (212,924)
Less prepaid interest offset (105,089)
------------
Subtotal principal value 1,615,712
Derivative conversion option - 150 percent of principal 2,423,568
Less unamortized note discount (1,225,759)
-----------
Net carrying value of
Convertible Debentures $ 2,813,521
|
Convertible note payable to Laurus Master Fund, Ltd., unsecured, with interest payable at an annual rate of 8%, conversion premium of 25% based on current market price of the Company's common stock (as defined),
initially due October 12, 2001 and extended to
December 1, 2001. Currently in default. 8,048
-----------
Total notes payable $ 2,821,569
Current portion 1,231,048
-----------
Long-term portion $ 1,590,521
===========
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On April 12, 2001, the Company received $300,000 in proceeds from Laurus Master Fund, Ltd. ("Laurus") and issued a $300,000 principal value 8% convertible note due on October 12, 2001, along with 1,000,000 common stock warrants, exercisable at $0.192 per share over a four-year period. $77,228 of the proceeds was allocated to the cost of the warrants, with the remaining $222,772 allocated to the cost of the debt instrument, based on the relative fair market values of the note and the warrants at the date of issuance.
A convertible note discount of $77,228 was also recognized, which was effectively fully amortized at September 30, 2002 as interest expense.
The note was convertible (at the option of the holder) into common stock at the lesser of 80% of the average of the 3-lowest closing bid prices during the 30 trading days prior to the closing date (April 12, 2001) or 80% of the average of the 3-lowest closing bid prices during the 30 trading days prior to the conversion date (assumed to be September 30, 2002). At April 12, 2001, the note was convertible into approximately 2,181,500 common shares at an exercise price of approximately $0.1021 per share, and at September 30, 2002, the note was convertible into approximately 20,189,875 common shares at an exercise price of approximately $0.0064 per share. In either instance, the fair value of the debt instrument (due to the 80% pricing advantage) was $375,000 (a 25% premium on the principal value), resulting in a further convertible debt discount of $152,228, representing the difference between the note's fair value of $375,000 and the allocated proceeds at issuance of $222,772. This discount was also fully amortized at September 30, 2001.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 9. NOTES PAYABLE (continued)
A corresponding $152,228 credit was made to additional paid-in capital for the conversion benefit option, i.e., the intrinsic value of the matured debt instrument. Interest accrued at 8% on the $300,000 note principal through September 30, 2002 was $17,168. For presentation purposes, this interest was added to the principal value of the note at the year-end balance sheet date. The holder can also convert the accrued interest into common stock at a 25% premium ($4,292), bringing the total conversion benefit option to $155,027. Total amortization of interest on the discounted convertible note during the year ended September 30, 2001 (including $32,775 in loan fees associated with the transaction) amounted to $265,030.
The maturity date on the $300,000 principal value 8% convertible note, initially October 12, 2001, was extended to December 1, 2001. Because of the inherent conversion benefit feature, the aggregate note with accrued interest, totaling $311,194 at September 30, 2001, was classified as a long-term liability.
The Company was unable to pay-off the note at maturity. However, after
receiving bridge financing from another investment group in February 2002, the
Company subsequently repaid $150,000 of the obligation, as the note holder
elected to not convert the debt to shares. Consequently, the note holder sold
1,479,264 of the 4,773,208 shares of the Company's common stock that had been
pledged by officers of the Company as collateral, resulting in net proceeds of
$49,148. Adding accrued interest of $17,168 at an annual rate of 8%, brought
the loan balance at September 30, 2002 to $129,214. During the year ended
September 30, 2003, the note holder sold the remaining 3,293,944 pledged shares
for net proceeds of $67,144. The note holder elected to convert essentially
all the remaining debt for common stock of the Company, receiving 26,000,000
newly issued Company shares valued at $58,400, and bringing the tentative
liability down to $3,670. Accrued interest amounted to $3,183, resulting in a
total liability to the note holder at September 30, 2003 of $6,851. For the
years ended September 30, 2005 and 2004, accrued interest amounted to $617 and
$580, respectively, resulting in a
balance of $8,048 at September 30, 2005. In connection with the pay-down of the
debt, the $155,027 beneficial conversion option noted above was reduced to zero
through transference to common stock.
In February 2002, the Company borrowed $340,000 from Mercator Momentum Fund ("Mercator"). This loan from Mercator was a short-term loan due May 15, 2002 and accrued interest at an annual rate of 18%. The loan was secured by shares of the Company's common stock. In April and May of 2002, the Company paid Mercator an aggregate of $100,000. On June 14, 2002 Mercator transferred collateral in the form of 5,861,814 shares of common stock to its name because the Company was in default on the balance of the loan.
Thereafter, on June 21, 2002, Mercator filed an action against the Company, 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, fraud and deceit. Mr. Spigno is the Chairman of the Board and a director of the Company and is also the Company's Chief Executive Officer. Ms. Spigno is the Company's Secretary and Chief Financial Officer. On July 3, 2002, Mercator filed a first amended complaint in the Superior Court of California, County of Los Angeles (Case No. BC276283), adding a claim of common count for money lent. In March 2004, the Company settled its suit with Mercator for $150,000.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 10. SECURED CONVERTIBLE DEBENTURES
In order to provide working capital and financing for the Company's continued research and development efforts as of March 29, 2002, the Company entered into a securities purchase agreement and related agreements with four accredited investors (the "Purchasers") for the purchase of up to $750,000 of the Company's 12% Convertible Debentures due one year from their date of issuance. The Company granted the holders of the debentures a continuing security interest in all of the Company's assets to secure the Company's obligations under the debentures and related agreements. The debentures bear interest at a rate of 12% per annum, payable quarterly in common stock or cash at the option of the Purchasers.
On March 29, 2002 the Company issued an aggregate of $300,000 of 12% convertible debentures in a private offering to four accredited investors. Three of the investors, if certain conversion limitations are disregarded, are beneficial owners of 5% or more of the company's outstanding shares of common stock. The debentures initially were convertible into shares of common stock at the lesser of $.06 per share and 50% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. In October 2003, the conversion rate was changed from 50% to 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 1,500,000 shares of common stock at a per share exercise price equal to the lesser of $.045 and the average of the lowest three intra-day trading prices during the 20 trading days immediately preceding an exercise.
On May 10, 2002 the Company issued an aggregate of $150,000 of 12% convertible debentures in a private offering to four accredited investors. Three of the investors, if certain conversion limitations are disregarded, are beneficial owners of 5% or more of the Company's outstanding shares of common stock. The debentures initially were convertible into shares of common stock at the lesser of $.06 per share and 50% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. In October 2003, the conversion rate was changed from 50% to 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 750,000 shares of common stock at a per share exercise price equal to the lesser of $.045 and the average of the lowest three intra-day trading prices during the 20 trading days immediately preceding an exercise.
On June 17, 2002 the Company issued an aggregate of $300,000 of 12% convertible debentures in a private offering to four accredited investors. Three of the investors, if certain conversion limitations are disregarded, are beneficial owners of 5% or more of the company's outstanding shares of common stock. The debentures initially were convertible into shares of common stock at the lesser of $.06 per share and 50% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. In October 2003, the conversion rate was changed from 50% to 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 1,500,000 shares of common stock at a per share exercise price equal to the lesser of $.045 and the average of the lowest three intra-day trading prices during the 20 trading days immediately preceding an exercise.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 10. SECURED CONVERTIBLE DEBENTURES (continued)
The Company entered into another securities purchase agreement plus related agreements with three accredited investors on November 27, 2002 (essentially the same re-organized investor group delineated above) for the purchase of up to $500,000 of the Company's 12% Convertible Debentures due one year from their date of issuance. The Company granted the holders of the debentures a continuing security interest in all of the Company's assets to secure the Company's obligations under the debentures and related agreements. The debentures bear interest at a rate of 12% per annum, payable quarterly in common stock or cash at the option of the Purchasers.
On November 27, 2002 the Company issued an aggregate of $200,000 of 12% convertible debentures in a private offering to three accredited investors who, if certain conversion limitations are disregarded, would be deemed beneficial owners of 5% or more of the Company's outstanding shares of common stock. The debentures initially were convertible into shares of common stock at the lesser of $.01 per share and 50% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. In October 2003, the conversion rate was changed from 50% to 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 1,000,000 shares of common stock at a per share exercise price equal to $.005.
On March 3, 2003 the Company issued an aggregate of $150,000 of 12% convertible debentures in a private offering to three accredited investors. The debentures initially were convertible into shares of common stock at the lesser of $.01 per share and 50% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. In October 2003, the conversion rate was changed from 50% to 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 750,000 shares of common stock at a per share exercise price equal to $.005.
On May 12, 2003 the Company issued an aggregate of $150,000 of 12% convertible debentures in a private offering to three accredited investors. The debentures initially were convertible into shares of common stock at the lesser of $.01 per share and 50% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. In October 2003, the conversion rate was changed from 50% to 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 750,000 shares of common stock at a per share exercise price equal to $.005.
On November 25, 2003 the Company issued an aggregate of $100,000 of 12% convertible debentures in a private offering to three accredited investors. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 500,000 shares of common stock at a per share exercise price equal to $.005.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 10. SECURED CONVERTIBLE DEBENTURES (continued)
On December 3, 2003 the Company issued an aggregate of $50,000 of 12% convertible debentures in a private offering to three accredited investors. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 250,000 shares of common stock at a per share exercise price equal to $.005.
On December 31, 2003 the Company issued an aggregate of $50,000 of 12% convertible debentures in a private offering to three accredited investors. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 250,000 shares of common stock at a per share exercise price equal to $.005.
On February 18, 2004 the Company issued an aggregate of $50,000 of 12% convertible debentures in a private offering to three accredited investors. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 250,000 shares of common stock at a per share exercise price equal to $.005.
On March 4, 2004 the Company issued an aggregate of $250,000 of 12% convertible debentures in a private offering to three accredited investors. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 1,250,000 shares of common stock at a per share exercise price equal to $.005.
On April 19, 2004, the Company issued an aggregate of $250,000 of 12% convertible debentures in a private offering to four accredited investors. The Company prepaid one year's interest of $30,000 upon receipt of the funds. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 750,000 shares of common stock at a per share exercise price equal to $.002.
On June 30, 2004 the Company issued an aggregate of $625,000 of 12% convertible debentures in a private offering to four accredited investors. The Company prepaid one year's interest of $75,000 upon receipt of the funds. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 1,875,000 shares of common stock at a per share exercise price equal to $.002.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 10. SECURED CONVERTIBLE DEBENTURES (continued)
On September 9, 2004 the Company issued an aggregate of $625,000 of 12% convertible debentures in a private offering to four accredited investors. The Company prepaid one year's interest of $75,000 upon receipt of the funds. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 1,875,000 shares of common stock at a per share exercise price equal to $.002.
On March 17, 2005 the Company issued an aggregate of $158,033 of 8% convertible debentures in a private offering to the four accredited investors. The Company prepaid $1,033 in interest upon receipt of the funds. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 316,066 shares of common stock at a per share exercise price equal to $.0039.
On April 20, 2005 the Company issued an aggregate of $108,733 of 8% convertible debentures in a private offering to the four accredited investors. The Company prepaid $1,033 in interest upon receipt of the funds. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 217,466 shares of common stock at a per share exercise price equal to $.0039.
On May 23, 2005 the Company issued an aggregate of $543,665 of 8% convertible debentures in a private offering to the four accredited investors. The Company prepaid $5,165 in interest upon receipt of the funds. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 1,087,330 shares of common stock at a per share exercise price equal to $.0039.
On September 30, 2005 the Company issued an aggregate of $589,569 of 8% convertible debentures in a private offering to the four accredited investors. The Company prepaid $36,665 in interest upon receipt of the funds. The debentures were convertible into shares of common stock at the lesser of $.005 per share and 40% of the average of the lowest three intra-day trading prices of a share of common stock during the 20 trading days immediately preceding conversion. The debentures were accompanied by warrants to purchase up to an aggregate of 1,179,138 shares of common stock at a per share exercise price equal to $.0039.
The Company's convertible debentures and related warrants contain anti- dilution provisions whereby, if the Company issues common stock or securities convertible into or exercisable for common stock at a price less than the conversion or exercise prices of the debentures or warrants, the conversion and exercise prices of the debentures and/or warrants shall be adjusted as stipulated in the agreements governing such debentures and warrants.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 10. SECURED CONVERTIBLE DEBENTURES (continued)
As part of the recording of the convertible debt transactions, a beneficial conversion option was recognized, along with a corresponding convertible debt discount. The fair value of the debt instruments issued totaling $1,750,000 in principal value was $3,500,000 in aggregate, representing a 100% premium on the principal value (due to the 100% pricing advantage) and making the beneficial conversion option $1,637,735 at the inception of the loans ($1,750,000 proceeds less $112,265 allocated to the issuance of the 8,750,000 related warrants). In October 2003, the conversion option was increased to 150% from 100% which resulted in an increase of $563,257 in the conversion interest and a corresponding expense in the current period. Due to the nature of the debt instrument and its repayment terms, the beneficial conversion option has been re-characterized as derivative conversion option and reclassified as additional debt. In connection with the issuance of an additional $2,000,000 of convertible debt during the year ended September 30, 2004, the derivative conversion option was increased by $3,000,000. During the year ended September 30, 2005, the derivative conversion interest was increased by $2,800,000 in connection with the issuance of an additional $1,400,000 of debt.
During the fiscal year ended September 30, 2002, the Company issued 12,667,178 shares of common stock in connection with interest payments and upon conversion of an aggregate $93,130 of principal and $6,916 of related interest on the Company's convertible debentures. A corresponding pro-rata reduction of $80,702 to the beneficial conversion option was made. During the fiscal year ended September 30, 2003, the Company issued another 103,778,301 shares of common stock in connection with the conversion of another $193,665 of principal and $34,355 of accrued interest on the Company's convertible debentures, resulting in a convertible debt principal balance at September 30, 2003 of $963,205 (net of an aggregate of $286,795 in debt conversions through that date). A corresponding pro-rata reduction of $177,845 was made to the beneficial conversion option during the fiscal year ended September 30, 2003 (an aggregate of $258,547 since the inception of the loans), bringing the beneficial conversion option balance at September 30, 2003 to $881,550. In October 2003, the conversion option was increased to 150% from 100% resulting in an increase of $563,257 and a re-characterization of the conversion option as additional debt.
During the year ended September 30, 2004, the Company issued an additional $2,000,000 of 12% convertible debentures. Also, the Company issued 352,352,250 shares of common stock in connection with the conversion of another $218,115 of principal and $49,008 of accrued interest on the Company's convertible debentures, resulting in a convertible debt principal balance at September 30, 2004 of $2,745,090 (net of an aggregate of $504,910 in debt conversions through that date). In connection with the issuance of the additional $2,000,000 convertible debt, the Company recorded a corresponding derivative conversion option of $3,000,000. A corresponding pro-rata reduction of $327,172 was made to the derivative conversion option during the year ended September 30, 2004 (an aggregate of $613,967 since the inception of the loans), bringing the derivative conversion option balance at September 30, 2005 to $4,117,635.
During the year ended September 30, 2005, the Company issued an additional $1,400,000 of 8% convertible debentures. Also, the Company issued 5,610,392,876 shares of common stock in connection with the conversion of $2,529,378 of principal and $104,410 of accrued interest on the Company's convertible debentures, resulting in a convertible debt principal balance at September 30, 2005 of $1,615,712 (net of an aggregate of $3,034,288 in debt conversions through that date). A corresponding pro-rata reduction of $3,794,067 was made to the derivative conversion option during the year ended September 30, 2005 (an aggregate of $4,408,034 since the inception of the loans), bringing the derivative conversion option balance at September 30, 2005 to $2,423,568.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 10. SECURED CONVERTIBLE DEBENTURES (continued)
The aggregate note discount of $4,650,000 is being amortized over the one-year and two-year lives of the respective debt instruments. Of this amount, $279,115 was amortized during the fiscal year ended September 30, 2002, $653,720 was amortized during the year ended September 30, 2003, $673,705 was amortized during the year ended September 30, 2004 and $973,565 was amortized during the year ended September 30, 2005, while $69,233 in convertible bond discount was transferred to equity upon conversion of $93,130 in debt principal during the fiscal year ended September 30, 2002, $52,340 in convertible bond discount was transferred to equity upon conversion of $193,665 of debt principal during the fiscal year ended September 30, 2003, $28,571 in convertible bond discount was transferred to equity upon conversion of $218,115 of debt principal during the year ended September 30, 2004 and $973,565 in convertible bond discount was transferred to equity upon conversion of $2,529,378 of debt principal during the year ended September 30, 2005, resulting in an unamortized convertible debt discount balance of $1,225,759 at September 30, 2005.
As of September 30, 2005, the Company was indebted for an aggregate of $1,828,636 including $1,615,712 of principal and $212,924 of accrued interest, net of prepaid interest of $105,089, on these convertible debentures. To the extent debentures issued by the Company are converted into shares of common stock, the Company will not be obligated to repay the amounts converted.
NOTE 11. SHAREHOLDERS' EQUITY (DEFICIT)
The Company's authorized capital stock consists of 15,000,000,000 shares of common stock, no par value per share and 50,000,000 shares of preferred stock, $1.00 par value per share. On August 10, 2005, the Board of Directors and stockholders approved an increase in the amount of common shares from 7,500,000,000 to 15,000,000,000. Of the 50,000,000 authorized shares of preferred stock, 1,000,000 shares have been designated as Class A Preferred Stock and 1,000,000 shares have been designated as Class B Preferred Stock, and the remaining 48,000,000 shares are undesignated. As of September 30, 2005, there were 7,388,864,998 shares of the Company's common stock outstanding held by approximately 800 holders of record and 215,865 shares of the Company's Class A Preferred Stock outstanding held by one holder of record and no shares of Class B Preferred Stock outstanding.
Each share of Class A Preferred Stock is entitled to 100 votes per share on all matters presented to the Company's shareholders for action. The Class A Preferred Stock does not have any liquidation preference, additional voting rights, conversion rights, anti-dilution rights or any other preferential rights.
Each share of Class B Preferred Stock is convertible into 10 shares of the Company's common stock. The Class B Preferred Stock does not have any liquidation preference, voting rights, other conversion rights, anti-dilution rights or any other preferential rights.
In March 2005, the Company issued 4,000,000 shares of common stock for $5,000 in cash.
During October 2004 through September 2005, the Company issued 591,300,000 shares of its restricted common stock to several consultants for retainers, reduction of debt and accrued liabilities of $473,362.
During December 2004 through August 2005, the Company issued 52,000,000 shares of its restricted common stock to several consultants for services rendered having a value of $46,200.
During March 2005 through September 2005, the Company received $1,400,000 in exchange for 8% convertible debentures. The debentures were accompanied by 2,800,000 common stock warrants, exercisable over a five year period at $0.0039 per share. The common stock warrants were valued at $3,756.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2005
NOTE 11. SHAREHOLDERS' EQUITY (DEFICIT)(continued)
During October 2004 through September 2005, the Company issued 5,610,392,876 shares of common stock in connection with the conversion of $2,529,378 of principal, %3,794,067 of derivative conversion option and $104,410 of accrued interest, net of $973,565 in convertible debt discount, for total of conversion $5,454,290 on the Company's convertible debentures.
NOTE 12. INCOME TAXES
Deferred income taxes consisted of the following at September 30, 2005:
Deferred tax asset, benefit
of net operating loss
carryforward $ 10,600,000
Valuation allowance (10,600,000)
-----------
Net deferred taxes $ -
===========
|
The valuation allowance offsets the net deferred tax asset, since it is more likely than not that it would not be recovered. During the year ended September 30, 2005, the deferred tax asset and valuation allowance were both increased by $1,000,000.
The Company has approximately $26,600,000 in both federal and California net operating loss carryforwards. The federal net operating loss carryforwards expire as follows: $2,700,000 in the year 2012, $5,300,000 in 2018, $1,200,000 in 2019, $3,500,000 in 2020, $2,300,000 in 2021, $2,200,000 in 2022, $2,100,000 in 2023, $4,200,000 in 2024 and $3,100,000 in 2025. The California net operating loss carryforwards expire as follows: $2,700,000 in the year 2004, $5,300,000 in 2005, $1,200,000 in 2006, $3,500,000 in 2007, $2,300,000 in 2013, $8,500,000 in 2014 and $3,100,000 in 2015.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
NOTE 13. COMMITMENTS AND CONTINGENCIES
Employment agreements
The Company has entered into three employment agreements with key individuals, the terms of the agreements are as follows:
1) The CEO (and President) of the Company entered into an agreement dated October 2, 1995 (which was subsequently amended September 1, 1997, September 1, 1999, and March 27, 2000) for a period of five years to April 1, 2005 and extended to April 1, 2006 and he is entitled to receive a base salary of $160,000 per year. The employee shall further receive a bonus, paid at year- end, equal to 50% of the employee's salary, for continued employment. The staying bonus will be compensated for with the Company's restricted common stock. He is also granted an option to purchase up to 2,000,000 shares of the Company's restricted common stock at a price equal to 50% of the average market value for the prior 30 trading days before exercise. On March 27, 2000, the exercise price was adjusted to a flat $0.3864 per share, with an expiration date of December 2, 2003, which, in turn, has subsequently been extended to December 2, 2005.
2) The Secretary and Treasurer of the Company entered into an Agreement dated October 2, 1995 (which was subsequently amended September 1, 1997, September 1, 1999, and March 27, 2000), for a period of five years (extended through April 1, 2005), and she is entitled to receive a base salary of $80,000 per year. The employee shall further receive a bonus, paid at year- end, equal to 50% of the employee's salary, for continued employment. The staying bonus shall be compensated for with the Company's restricted common stock. She is also granted an option to purchase up to 500,000 shares of the Company's restricted common stock at a price equal to 60% of the average market value for the prior 180 trading days before exercise. On March 27, 2000, the exercise price was adjusted to a flat $0.38 per share, with an expiration date of December 31, 2004, which was subsequently extended to December 2, 2005. The employment agreement with the Secretary/Treasurer was not extended beyond April 1, 2005, so she was not entitled to the bonus for continued employment for calendar year 2005. The Secretary/Treasurer continues to act as Secretary/Treasurer on a consulting basis.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 13. COMMITMENTS AND CONTINGENCIES (continued)
Employment agreements (continued)
3) The Chief Technical Officer of the Company entered into an agreement dated August 1, 1998 for an initial term of three years (extended through August 1, 2003 and again through January 19, 2009), and he is entitled to receive a base salary of $150,000 per year, with a minimum of $90,000 to be paid annually in cash and the balance paid (at the option of the Company) in cash or restricted common stock under rule 144. The employee shall receive a hire-on bonus of $75,000 worth of the Company's restricted common stock under rule 144, at one-half market price. The employee shall further receive performance bonuses (paid in restricted common stock, as above) upon successful completion of specific milestones pertaining to the implementation and deployment of certain software (up to $862,500). If substantially all performance milestones are met, he is also granted an option to purchase up to 500,000 shares of the Company's restricted common stock at a price equal to 60% of the average market value at the date of purchase. As of September 30, 2005, none of the aforementioned milestones had been successfully completed.
Litigation
There have been two recent legal proceedings in which the Company has been a party:
In February 2002, the Company borrowed $340,000 from the Mercator Momentum Fund ("Mercator") in order to make an initial $100,000 payment to Laurus Master Fund, Ltd. and to fund continuing development of the Company's H- Net(TM) system. This loan from Mercator was a short-term loan due May 15, 2002 and accrues interest at an annual rate of 18%. The loan was secured by shares of the Company's common stock. As of June 13, 2002, the Company owed Mercator approximately $243,000 of principal and accrued and unpaid interest under this loan and was in default in the repayment of this debt.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 13. COMMITMENTS AND CONTINGENCIES (continued)
Litigation (continued)
On June 14, 2002, Mercator transferred collateral in the form of 5,861,814 shares of the Company's common stock into its name as a result of the Company's default on Mercator's loan. Of the 5,861,814 shares of common stock transferred into the name of Mercator 3,500,000 shares of the Company's common stock were issued and pledged as collateral by the Company in February 2002, and 2,361,814 shares of the Company's common stock were issued and pledged as collateral by Robert Spigno, the Company's Chief Executive Officer, in February 2002.
On June 21, 2002 Mercator 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 the Company and is also the Company's Chief Executive Officer. Ms. Spigno is the Company's Secretary and Chief Financial Officer. On July 3, 2002, Mercator 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. In March 2004, the Company settled its suit with Mercator for $150,000.
On or about August 18, 2004, Devon Investment Advisors, Ltd., or plaintiff, filed a Complaint in the Arapahoe County District Court of the State of Colorado against ConectiSys Corporation. The complaint seeks repayment of amounts allegedly loaned, plus interest and applicable attorneys' fees. On June 21, 2005, the Company was granted summary judgment to dismiss the suit. The Company submitted affirmative evidence demonstrating the statute of limitations had passed for recovery of the debt. Thus, the Company has recognized a forgiveness of debt of $504,462 for the year ended September 30, 2005.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 13. COMMITMENTS AND CONTINGENCIES (continued)
Litigation (continued)
The Company, during its normal course of business, may be subject from time to time to disputes and to legal proceedings against it. Both counsel and management do not expect that the ultimate outcome of any current claims will have a material adverse effect on the Company's financial statements.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 14. FORM S-8 FILINGS
In December 2004, the Company filed a registration statement on Form S-8 covering 20,000,000 shares issued to an independent consultant valued at $20,000.
In April 2005, the Company filed a registration statement on Form S-8 covering 30,000,000 shares issued to an independent consultant valued at $25,000.
NOTE 15. STOCK OPTIONS AND WARRANTS
During the fiscal year ended September 30, 1999, the Company issued to a note holder options to purchase 500,000 shares of the Company's Class B preferred stock at an exercise price of $5.00 per share. As consideration, the Company reduced its debt to the note holder by $50,000 and received an extension of time to pay-off its promissory note. The Company also issued to its CEO options to purchase another 500,000 shares of the Company's Class B preferred stock at an exercise price of $5.00 per share in exchange for a reduction in debt of $50,000. Total consideration received on the above issued options, as evidenced by debt reduction, was $100,000. These options can be exercised through November 1, 2002 and can also be converted into common stock at the rate of 10 common shares for each Class B preferred share. In September 2001, the exercise price on the Class B preferred stock options was adjusted to $2.50 per share and the exercise period extended to November 1, 2005. In June 2002, the exercise price on the Class B preferred stock options was adjusted to $0.50 per share. In January 2004, the exercise price on the Class B preferred stock options was adjusted to $0.05 per share and the exercise period extended to November 1, 2009.
The Company's CEO currently owns 215,865 shares of the Company's Class A preferred stock, of which 15,845 shares were purchased during the year ended September 30, 2004, and has options to purchase another 234,155 shares for $1.00 per share through November 1, 2005, which has been extended to November 1, 2009.
The Company has granted various common stock options and warrants to employees and consultants. Generally, the options and warrants were granted at approximately the fair market value of the Company's common stock at the date of grant and vested immediately, except that when restricted rule 144 common stock was issued, the options and warrants were granted at an average discount to market of 50% (ranging from between 20% to 75%).
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 15. STOCK OPTIONS AND WARRANTS (continued)
The Company accounts for stock-based compensation under the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25. Accordingly, compensation expense for common stock options and warrants issued to employees for services have been recorded as the difference between the intrinsic value of those services as measured by the (discounted) market value of the common stock at the date of grant and the exercise price, with pro forma disclosure of the excess market value as required by FASB No. 123. No common stock options or warrants were granted to employees (including officers) and directors of the Company during the years ended September 30, 2005 or 2004.
All common stock options and warrants issued to consultants and other non- employees have been recorded at the fair value of the services rendered and equivalent to the market value (as discounted, if applicable) of the equity instruments received as per SFAS No. 123. The market value was determined by utilizing an averaging convention of between 5 to 30 days of the closing price of the Company's common shares as traded on the OTC Bulletin Board (stock symbol CNES) through the grant date and applying certain mathematical assumptions as required under the Black-Scholes model. Such assumptions were generally the same as those mentioned above when making fair value disclosures for the issuance of officer and employee stock options. These included the risk-free annual rate of return, which ranged from 5% to 6% during the years ended September 30, 2005 and 2004, and stock volatility, which is now estimated to be 190%.
At September 30, 2002, the Company had an aggregate of 8,807,154 common stock options and a total of 1,000,000 Class B preferred stock options recorded as additional paid-in capital at a value of $1,443,695. Of the common stock options and warrants, 2,043,654 had been issued to officers and employees and the remaining 6,763,500 had been issued to consultants and investors.
In November 2002 through May 2003, 2,500,000 seven-year common stock warrants were issued to an accredited investor group in connection with a $500,000 12% convertible debenture financing arrangement (see Note 10 above). The allocated cost of these warrants amounted to $9,816, resulting in a recorded balance of stock options and warrants exercisable at September 30, 2003 of $1,453,511 (including $100,000 attributable to 1,000,000 Class B preferred stock options noted above).
As of September 30, 2003, the Company had an additional 4,852,205 common stock options that had been granted to consultants and investors at exercise prices ranging from $0.50 to $2.00 per share, expiring from November 1, 2003 through January 16, 2005. Because these strike prices were substantially above the market price of the Company's common stock, no value was attributed to these options at the time of grant. During the year ended September 30, 2004, 4,352,205 of these non-valued options expired, leaving a balance at September 30, 2004 of 500,000 options, exercisable at $1.00 per share and expiring January 16, 2005. The Company also granted a contingent issuance to its Chief Technical Officer of 2,000,000 common stock options exercisable at $0.50 per share and expiring December 31, 2004, which will not vest until certain milestones have been attained. These respective common stock options and contingent issuances have been excluded from the summarized table below.
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 15. STOCK OPTIONS AND WARRANTS (continued)
In November 2003 through December 2003, 1,000,000 seven-year common stock warrants were issued to an accredited investor group in connection with a $200,000 12% convertible debenture financing arrangement (see Note 10 above). The allocated cost of these warrants amounted to $945.
In February 2004 and March 2004, 1,500,000 seven-year common stock warrants were issued to an accredited investor group in connection with a $300,000 12% convertible debenture financing arrangement (see Note 10 above). The allocated cost of these warrants amounted to $1,417.
In April 2004, 750,000 seven-year common stock warrants were issued to an accredited investor group in connection with a $250,000 12% convertible debenture financing arrangement (see Note 10 above). The allocated cost of these warrants amounted to $1,181.
In June 2004, 1,875,000 seven-year common stock warrants were issued to an accredited investor group in connection with a $625,000 12% convertible debenture financing arrangement (see Note 10 above). The allocated cost of these warrants amounted to $2,952.
In September 2004, 1,875,000 seven-year common stock warrants were issued to an accredited investor group in connection with a $625,000 12% convertible debenture financing arrangement (see Note 10 above). The allocated cost of these warrants amounted to $2,952, resulting in a recorded balance of stock options and warrants exercisable at September 30, 2004 of $1,462,958 (including $100,000 attributable to 1,000,000 Class B preferred stock options noted above).
In March through September 2005, 2,800,000 five-year common stock warrants were issued to an accredited investor group in connection with a $1,400,000 8% convertible debenture financing arrangement (see NOTE 10 above). The allocated cost of these warrants amounted to $3,756, resulting in a recorded balance of stock options and warrants exercisable at September 30, 2005 of $1,466,714 (including $100,000 attributable to 1,000,000 Class B preferred stock options noted above).
During the year ended September 30, 2005, the 500,000 non-valued common stock options and the 2,000,000 contingently issuable common stock options noted above both expired. In addition, 6,300,000 previously-valued common stock options and warrants expired, consisting of 4,750,000 warrants issued to convertible note holders at exercise prices ranging from $0.045 to $0.192 per share, 1,450,000 common stock options issued to a consultant at an exercise price of $0.13 per share, and 100,000 common stock options issued to a director at an exercise price of $0.38 per share.
The common stock option activity during the fiscal year ended September 30, 2005 and 2004 is summarized as follows:
Common Stock Weighted
Options Average
and Exercise
Warrants Price
---------- --------
Balance outstanding, October 1, 2003 11,307,154 $.204
Granted 7,000,000 .003
Expired (563,500) 2.00
---------- -----
Balance outstanding, September 30, 2004 17,743,654 $.068
Granted 2,800,000 .004
Expired (6,300,000) .048
---------- -----
Balance outstanding, September 30, 2005 14,243,654 .056
========== =====
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CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
NOTE 15. STOCK OPTIONS AND WARRANTS (continued)
The following table summarizes information about common stock options at September 30, 2005:
Outstanding Exercisable
Weighted Weighted Weighted
Range of Common Average Average Common Average
Exercise Stock Life Exercise Stock Exercise
Prices Options (Months) Price Options Price
--------------- --------- ------- -------- ---------- -------
$ .380 - $ .380 500,000 2 $ .380 500,000 $ .380
$ .386 - $ .386 1,443,654 2 $ .386 1,443,654 $ .386
$ .002 - $ .002 2,500,000 52 $ .005 2,500,000 $ .005
$ .002 - $ .002 500,000 62 $ .005 500,000 $ .005
$ .002 - $ .002 250,000 62 $ .005 250,000 $ .005
$ .002 - $ .005 250,000 62 $ .005 250,000 $ .005
$ .002 - $ .005 250,000 63 $ .005 250,000 $ .005
$ .002 - $ .005 1,250,000 65 $ .005 1,250,000 $ .005
$ .002 - $ .005 750,000 67 $ .002 750,000 $ .002
$ .002 - $ .005 1,875,000 69 $ .002 1,875,000 $ .002
$ .002 - $ .005 1,875,000 71 $ .002 1,875,000 $ .002
$ .004 - $ .004 316,066 54 $ .004 316,066 $ .004
$ .004 - $ .004 217,466 54 $ .004 217,466 $ .004
$ .004 - $ .004 1,087,330 54 $ .004 1,087,330 $ .004
$ .004 - $ .004 1,179,138 54 $ .004 1,179,138 $ .004
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NOTE 16. SUBSEQUENT EVENTS
Subsequent to September 30, 2005, the Company issued approximately 570,000,000 shares of common stock through December 21, 2005 in exchange for reduction of approximately $60,000 in principal and approximately $90,000 in derivative conversion option, totaling approximately $150,000 in convertible debt.
Subsequent to September 30, 2005, the Company signed a three year lease agreement to relocate its corporate office.
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
3.1 Articles of Incorporation of the Registrant (4)
3.2 Articles of Amendment to the Articles of Incorporation of
the Registrant filed November 7, 1994 (4)
3.3 Articles of Amendment to the Articles of Incorporation of
the Registrant filed December 5, 1994 (6)
3.4 Articles of Amendment to the Articles of Incorporation of
the Registrant filed October 16, 1995 (4)
3.5 Articles of Amendment to the Articles of Incorporation of
the Registrant filed April 18, 2003 (9)
3.6 Articles of Amendment to the Articles of Incorporation of
the Registrant filed August 3, 2004 (14)
3.7 Articles of Amendment to the Articles of Incorporation of
the Registrant filed August 12, 2005 (*)
3.8 Bylaws of the Registrant (4)
10.1 Employment Agreement dated October 2, 1995 between the
Registrant and Robert Spigno (#) (4)
10.2 Amendment to Employment Agreement dated July 24, 1996
between the Registrant and Robert Spigno (#) (4)
10.3 Amendment to Employment Agreement dated August 11, 1997
between the Registrant and Robert Spigno (#) (4)
10.4 Amendment to Employment Agreement dated September 1, 1999
between the Registrant and Robert Spigno (#) (4)
10.5 Amendment to Employment Agreement dated March 27, 2000
between the Registrant and Robert Spigno (#) (4)
10.6 Employment Agreement dated August 1, 1998 between the
Registrant and Lawrence Muirhead (#) (2)
10.7 Employment Agreement dated October 2, 1995 between the
Registrant and Patricia Spigno (#) (4)
10.8 Amendment to Employment Agreement dated July 24, 1996
between the Registrant and Patricia Spigno (#) (4)
|
10.9 Amendment to Employment Agreement dated September 1, 1999
between the Registrant and Patricia Spigno (#) (4)
10.10 Amendment to Employment Agreement dated March 27, 2000
between the Registrant and Patricia Spigno (#) (4)
10.11 ConectiSys Corporation Non-Qualified Stock Option and Stock
Bonus Plan effective November 22, 1999 (2)
10.12 Amended Non-Qualified Stock Option and Stock Bonus Plan
effective September 11, 2000 (3)
10.13 Amended Non-Qualified Stock Option and Stock Bonus Plan
effective September 11, 2001 (1)
10.14 Securities Purchase Agreement dated as of March 29, 2002 by
and between the Registrant and the purchasers named therein
(4)
10.15 Form of Common Stock Purchase Warrant dated as of March 29,
2002 (4)
10.16 Registration Rights Agreement dated as of March 29, 2002 by
and between the Registrant and the investors named therein
(4)
10.17 Security Agreement dated as of March 29, 2002 between the
Registrant and the secured parties named therein (4)
10.18 Form of Secured Convertible Debenture due May 10, 2003 (5)
10.19 Form of Secured Convertible Debenture due June 17, 2003 (7)
10.20 Securities Purchase Agreement dated as of November 27, 2002
by and between the Registrant and the purchasers named
therein (8)
10.21 Form of Common Stock Purchase Warrant dated as of November
27, 2002 (8)
10.22 Registration Rights Agreement dated as of November 27, 2002
by and between the Registrant and the investors named therein
(8)
10.23 Security Agreement dated as of November 27, 2002 between the
Registrant and the secured parties named therein (8)
10.24 Intellectual Property Security Agreement dated as of November
27, 2002 between the Registrant and the secured parties named
therein (8)
10.25 Form of Secured Convertible Debenture due March 3, 2004 (9)
10.26 Form of Common Stock Purchase Warrant dated as of March 3,
2003 (9)
10.27 Form of Secured Convertible Debenture due May 12, 2004 (10)
10.28 Form of Common Stock Purchase Warrant dated as of May 12,
2003 (10)
|
10.29 Promissory Note dated September 1, 2003 made by the
Registrant in favor of Robert Spigno (#) (13)
10.30 Promissory Note dated September 1, 2003 made by the
Registrant in favor of Patricia Spigno (#) (13)
10.31 Promissory Note dated September 1, 2003 made by the
Registrant in favor of Black Dog Ranch, LLC (13)
10.32 Letter Agreement dated October 3, 2003 between the Registrant
and the parties named therein (11)
10.33 Securities Purchase Agreement dated as of November 25, 2003
by and between the Registrant and the purchasers named
therein (11)
10.34 Form of Secured Convertible Debenture due November 25, 2004
(11)
10.35 Form of Common Stock Purchase Warrant dated as of November
25, 2003 (11)
10.36 Registration Rights Agreement dated as of November 25, 2003
by and between the Registrant and the investors named therein
(11)
10.37 Security Agreement dated as of November 25, 2003 between the
Registrant and the secured parties named therein (11)
10.38 Intellectual Property Security Agreement dated as of November
25, 2003 between the Registrant and the secured parties named
therein (11)
10.39 Form of Secured Convertible Debenture due December 3, 2004
(11)
10.40 Form of Common Stock Purchase Warrant dated as of December 3,
2003 (11)
10.41 Form of Secured Convertible Debenture due December 31, 2004
(11)
10.42 Form of Common Stock Purchase Warrant dated as of December
31, 2003 (11)
10.43 Form of Secured Convertible Debenture due February 18, 2005
(12)
10.44 Form of Common Stock Purchase Warrant dated as of February
18, 2004 (12)
10.45 Amendment No. 1 to Securities Purchase Agreement dated as of
March 4, 2004 by and between the Registrant and the persons
named therein (13)
10.46 Form of Secured Convertible Debenture due March 4, 2005 (12)
10.47 Form of Common Stock Purchase Warrant dated as of March 4,
2004 (12)
10.48 Securities Purchase Agreement dated as of April 19, 2004 by
and between the Registrant and the purchasers named therein
(13)
10.49 Form of Common Stock Purchase Warrant dated as of April 19,
2004 (13)
|
10.50 Registration Rights Agreement dated as of April 19, 2004 by
and between the Registrant and the investors named therein
(13)
10.51 Security Agreement dated as of April 19, 2004 between the
Registrant and the secured parties named therein (13)
10.52 Intellectual Property Security Agreement dated as of April
19, 2004 between the Registrant and the secured parties named
therein (13)
10.53 Form of Common Stock Purchase Warrant dated as of June 30,
2004 (14)
10.54 Form of Common Stock Purchase Warrant dated as of September
9, 2004 (15)
10.55 Securities Purchase Agreement dated as of March 17, 2005 by
and between the Registrant and the purchasers named therein
(16)
10.56 Form of Callable Secured Convertible Note due March 17, 2007
(16)
10.57 Form of Stock Purchase Warrant dated as of March 17, 2005
(16)
10.58 Registration Rights Agreement dated as of March 17, 2005 by
and between the Registrant and the investors named therein
(16)
10.59 Security Agreement dated as of March 17, 2005 between the
Registrant and the secured parties named therein (16)
10.60 Intellectual Property Security Agreement dated as of March
17, 2005 between the Registrant and the secured parties named
therein (16)
21.1 Subsidiaries of the Registrant (4)
23.1 Consent of Independent Registered Public Accounting Firm (*)
31.1 Certifications 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 (*)
_________________
|
(*) Filed herewith.
(#) Management contract or compensatory plan, contract or arrangement required to be filed as an exhibit.
(1) Filed as an exhibit to the Registrant's Form S-8 filed with the Securities and Exchange Commission on September 21, 2001 (Registration No. 333- 69832) and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Form S-8 filed with the Securities and Exchange Commission on December 6, 1999 (Registration No. 333- 92181) and incorporated herein by reference.
(3) Filed as an exhibit to the Registrant's Form S-8 filed with the Securities and Exchange Commission on September 22, 2000 (Registration No. 333- 46456) and incorporated herein by reference.
(4) Filed as an exhibit to the Registrant's Form SB-2 filed with the Securities and Exchange Commission on April 26, 2002 (Registration No. 333- 87062) and incorporated herein by reference.
(5) Filed as an exhibit to the Registrant's Form 10-QSB for the quarter ended March 31, 2002 and incorporated herein by reference.
(6) Filed as an exhibit to the Registrant's Form SB-2/A No. 1 filed with the Securities and Exchange Commission on June 6, 2002 (Registration No. 333- 87062) and incorporated herein by reference.
(7) Filed as an exhibit to the Registrant's Form 10-QSB for the quarter ended June 30, 2002 and incorporated herein by reference.
(8) Filed as an exhibit to the Registrant's Form 10-KSB for the fiscal year ended September 30, 2002 and incorporated herein by reference.
(9) Filed as an exhibit to the Registrant's Form SB-2/A No. 1 filed with the Securities and Exchange Commission on May 2, 2003 (Registration No. 333- 102781) and incorporated herein by reference.
(10) Filed as an exhibit to the Registrant's Form 10-QSB for the quarter ended June 30, 2003 and incorporated herein by reference.
(11) Filed as an exhibit to the Registrant's Form 10-KSB for the year ended September 30, 2003 and incorporated herein by reference.
(12) Filed as an exhibit to the Registrant's Form 10-QSB for the quarter ended December 31, 2003 and incorporated herein by reference.
(13) Filed as an exhibit to the Registrant's Form SB-2 filed with the Securities and Exchange Commission on June 25, 2004 (Registration No. 333- 116895) and incorporated herein by reference.
(14) Filed as an exhibit to the Registrant's Form 10-QSB for the quarter ended June 30, 2004 and incorporated herein by reference.
(15) Filed as an exhibit to the Registrant's Form 10-KSB for the year ended September 30, 2004 and incorporated herein by reference.
(16) Filed as an exhibit to the Registrant's Form 8-K filed with the Securities and Exchange Commission on March 21, 2005 and incorporated herein by reference.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized as of the 24th day of January, 2006.
CONECTISYS CORPORATION
By: /S/ ROBERT A. SPIGNO
------------------------------
Robert A. Spigno
Chief Executive Officer (Principal
Executive Officer) and Chairman of the
Board
|
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and as of the dates indicated.
Name Title Date -------------------- -------------------------------------- ------------------ /S/ROBERT A. SPIGNO Chairman of the Board, Chief January 24, 2006 ------------------- Executive Officer (Principal Executive Robert A. Spigno Officer) and Director /S/PATRICIA SPIGNO Acting Chief Financial Officer, January 24, 2006 ------------------ Treasurer and Secretary (Principal Patricia Spigno Financial and Accounting Officer) /S/ LAWRENCE MUIRHEAD Chief Technology Officer and Director January 24, 2006 --------------------- Lawrence Muirhead /S/MELISSA MCGOUGH Director January 24, 2006 --------------------- Melissa McGough |
EXHIBITS FILED WITH THIS REPORT
Exhibit
Number Description
------- --------------------------
3.7 Articles of Amendment to the Articles of Incorporation of the
Registrant filed August 12, 2005
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Certifications 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
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Exhbit 3.7
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CONECTISYS CORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is ConectiSys Corporation.
SECOND: The following amendment to the Articles of Incorporation of ConectiSys Corporation was adopted on August 10, 2005, as prescribed by the Colorado Business Corporation Act, by a vote of the shareholders of the corporation. The number of shares voted for the amendment was sufficient for approval. The preliminary paragraph of Article IV to the Articles of Incorporation of ConectiSys Corporation is replaced with the following:
ARTICLE IV
CAPITAL STOCK.
The aggregate number of shares which this Corporation shall have authority to issue is Fifteen Billion (15,000,000,000) shares of no par value each, which shares shall be designated "Common Stock"; and Fifty Million (50,000,000) shares of $1.00 par value each, which shares shall be designated "Preferred Stock" and which may be issued in one or more series at the discretion of the Board of Directors. In establishing a series the Board of Directors shall give to it a distinctive designation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the preferences, rights and restrictions thereof. All shares of any one series shall be alike in every particular except as otherwise provided by these Articles of Incorporation or the Colorado Corporation Code.
THIRD: There is no exchange, reclassification or cancellation of issued shares provided for in this amendment.
FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows: the number of shares of "Common Stock" that the corporation is authorized to issue has increased by Seven Billion Five Hundred Million (7,500,000,000) resulting in the corporation having the authority to issue up to Fifteen Billion (15,000,000,000) shares of "Common Stock."
Date: August 10, 2005
The persons who cause this document to be delivered for filing are:
Robert A. Spigno, Chief Executive Officer Patricia A. Spigno, Secretary
The address for the above-referenced persons is:
24730 Avenue Tibbitts, Suite 130
Valencia, California 91355
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements on Forms S-8 (Nos. 333-92181, 333-46456 and 333-69832) of ConectiSys Corporation and subsidiaries of our report dated December 30, 2005 appearing in this Annual Report on Form 10-KSB of ConectiSys Corporation and subsidiaries for the year ended September 30, 2005.
/s/ HURLEY & COMPANY Granada Hills, California January 24, 2006 |
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EXHIBIT 31.1
CERTIFICATIONS
I, Robert A. Spigno, certify that:
1. I have reviewed this annual report on Form 10-KSB of ConectiSys Corporation.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted pursuant to SEC Release 34-47986] for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [Omitted pursuant to SEC Release 34-47986];
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 24, 2006 /S/ ROBERT A. SPIGNO
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Robert A. Spigno
Chief Executive Officer
(principal executive officer)
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I, Patricia A. Spigno, certify that:
1. I have reviewed this annual report on Form 10-KSB of ConectiSys Corporation.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted pursuant to SEC Release 34-47986] for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [Omitted pursuant to SEC Release 34-47986];
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 24, 2006 /S/ PATRICIA A. SPIGNO
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Patricia A. Spigno
Acting Chief Financial Officer
(principal financial officer)
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EXHIBIT 32.1
CERTIFICATIONS 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
In connection with the annual report on Form 10-KSB of ConectiSys Corporation (the "Company") for the fiscal year ended September 30, 2005 (the "Report"), the undersigned hereby certify in their capacities as Chief Executive Officer and Chief Financial Officer of the Company, respectively, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: January 24, 2006 By: /S/ ROBERT A. SPIGNO
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Robert A. Spigno
Chief Executive Officer
(principal executive officer)
Dated: January 24, 2006 By: /S/ PATRICIA A. SPIGNO
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Patricia A. Spigno
Acting Chief Financial Officer
(principal financial officer)
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A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.