1

             U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington D.C.  20549
                                
                          FORM 10-KSBA

(Mark One)

[X] Quarterly report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the year ended November 3, 1997.

[  ] Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934
 [no fee required]

                 Commission File Number 33-3560D
                                
                        CONECTISYS CORP.
         (Name of small business issuer in its charter)
                                
       Colorado                                84-1017107
 (state or other jurisdiction                  (I.R.S. Employer
Incorporation or Organization)                Identification No.)

     7260 Spigno Place                          91350
     Agua Dulce, California
     (Address of principal                     (Zip Code)
     Executive offices

Issuer's telephone number: (805) 268-0305

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(b) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. 
[X]Yes[ ]No

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B Contained herein, and 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-QSB. [X]

State Issuer's revenues for it's most recent fiscal year: $380,642.

 The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold on
February 17, 1998 was $7,052,385.  For the purpose of the foregoing 
calculation only, all directors and executive officers of the registrant 
have been deemed affiliates.
The number of shares outstanding of each of the issuer's classes
of common equity, as of November 30, 1997 was 4,677,268.

PART I
Item 1.     Description of Business
General
Conectisys Corporation, formerly known as BDR Industries, Inc. (the
"Company"), was incorporated on February 3, 1986, in Colorado. In November
1995, the name of the Company was changed to Conectisys Corporation.  It is in
the development stage.

For several years prior to 1994, the Company was a shell corporation with no
assets and no revenues.  Originally, the Company was engaged in the manufacture
of yachts, but that business ultimately was unsuccessful. Creditors foreclosed
on the assets of the Company in lieu of foreclosure on the Company.

During 1995, the Company's only operations consisted of Creative Image
Products, Inc., a wholly owned subsidiary acquired in 1994 that manufactured
organic insecticide.  The Company invested in substantial improvements to the
factory and equipment, but sales anticipated for fiscal 1995 did not occur.
Management of Creative Image Products requested that the Company "unwind" its
acquisition of Creative Image Products by the Company due to the financial needs
of Creative Image Products.  The Board of Directors of the Company agreed.
Creative Image Products  signed a promissory note in the amount of $1,302,500
for the funds previously advanced to Creative Image Products by the Company.

In September 1995, the Company purchased 80% of the outstanding stock of
TechniLink, Inc., a California corporation ("TechniLink"), and 80% of the
outstanding stock of PrimeLink, Inc., a Kansas corporation ("PrimeLink"), in
exchange for an aggregate of 200,000 shares of common stock in the Company and
500,000 shares of common stock for licenses and technology.  As a result,
TechniLink and PrimeLink became subsidiaries of the Company.

TechniLink has developed the Cube 2001 series for the monitoring and
controlling of various devices in the petroleum and gas industry. 

PrimeLink  has developed a product line that uses cutting edge communications
to assist in the monitoring of meters for utility companies and the petroleum
industry. This technology, while eliminating the need for a meter reader, is
more significant in enabling the utility companies to utilize energy
conservation and, in the case of power companies, re-routing of electrical power
to areas where it is needed. The devices are also in use in vending machines to
monitor sales and functions of the vending machine without the physical
inspection usually needed.

Business and Products of PrimeLink

Government regulation and the need to lower operational costs are requiring
many businesses to acquire operating information from widespread or mobile
operations.  The cost of the computer equipment to acquire the data is only part
of the overall costs.  Communication equipment capital cost and recurring
charges are often higher than the cost of the computer. 


An opportunity exists to combine a reliable low-cost communications technology
with proven remote data monitoring to provide a unique solution to these cost-
sensitive, data acquisition opportunities.  The key technologies are narrowband
PCS, which has been developed by Mtel Corporation for Two-Way paging, and data
communications protocol conversion for pipeline control systems. PrimeLink and
Mtel's SkyTel business unit has agreed to jointly market narrowband-PCS data
acquisition solutions.

Potential applications are numerous.  Electric and gas utility meters, pipeline 
gas flow measurement, vending machine monitoring, and transportation monitoring 
and tracking are just some of the potential applications of the technology.  
PrimeLink entered the market with a vending machine product. The electricity 
meter market (over 65 million-unit market) is being aggressively pursued as 
PrimeLink establishes itself.

The key concept behind PrimeLink's business is the unique combination of
existing technologies to provide low cost monitoring and control equipment
combined with low cost communications for sites where real-time monitoring is
not required.  The monitoring and control products will be based on an industry-
leading data acquisition software kernel.

PrimeLink's current product line consists of the following:

       TransComm-     This product provides Two-Way access to SkyTel 2 Way
networks which provides inexpensive data transfer services for small amounts of
data.  TransComm is ideal for applications where small amounts of data (about
128 bytes per day) are required infrequently, such as electric utility meter
reading, gas utility meter reading, pipeline gas flow measurement, pipeline
cathodic protection monitoring, pipeline leak detection monitoring, and location
monitoring, etc.

       UtiliComm-     This product comprises a TransComm unit with a single
board computer (or remote terminal unit (RTU)) connected to the electric or gas
meter and to the narrowband PCS transceiver.  The RTU will include programming
to monitor the meter, calculate energy usage and send the data to the utility
company on a regular schedule and in a data format which is compatible with
their central computer system.

       LiquiComm-     This product comprises a TransComm unit with a single
board computer (the same board used in the UtiliComm unit) connected to the oil,
water, or other liquid meter and to the narrowband PCS transceiver.  The RTU
will include programming to monitor the meter, calculate liquid flow based on
pulse inputs programming to monitor the meter, calculate liquid flow based on
pulse inputs from the meter and send the data to the owner/operator on a regular
schedule and in a data format which is compatible with their central computer
system.

       FloComm-  This product comprises a TransComm unit with a single board
computer (the same as the UtiliComm RTU except for the addition of three analog
inputs) connected to the gas flow measurement orifice run and to the narrowband
PCS transceiver.  The RTU will include programming to monitor the meter,
calculate gas flow and send the data to the owner/operator on a regular schedule
and in a data format which is compatible with their central computer system.

       PrimeServer-   In order to simplify integration of the PrimeLink data
into a customer's system, we will provide a gateway product called PrimeServer
which handles all network interaction and delivers the data to the customer in
the optimum protocol and physical interface, i.e., MODBUS over the Internet.
PrimeServer is  located at PrimeLink's California Office. 

Although the standard package is small, low-powered and very cost-effective,
PrimeLink will offer options which are designed to provide flexible, customer
orientated solutions.

On February 15, 1996, PrimeLink entered into a Joint Marketing and Development
Agreement ("Agreement") with SkyTel Corp. pursuant to which PrimeLink agreed to
customize and develop a paging technology based receiver for use in connection
with SkyTel's Two-Way wireless messaging services and system (the "SkyTel
Network") and both parties agreed to assist each other in the marketing of the
PrimeLink product and the SkyTel Network.  The Company believes that the joint
marketing of its product with the SkyTel System could have significant potential
for the Company.  However, the Agreement does not require any purchases of the
PrimeLink product by SkyTel, and may not necessarily result in any significant
revenues for the Company.  The Agreement is for a two-year term, and will
automatically renew for additional one-year terms until terminated by either
party.

In April 1997, PrimeLink signed a lease agreement with Enogex Inc., a subsidiary
of OEG Energy Group. PrimeLink will providethe equipment to Enogex for the 
purpose of wireless data gathering from remote gas wells. The lease is for an
initial 26 pilot sites. After 45 days of the pilot, the lease calls for an
additional 224 units to be installed within 18 months. The lease will 
continue for an additional 48 months. This agreement was terminated in 
October of 1997.

In late April 1997, PrimeLink signed a Development and Marketing Alliance with
Williams Wireless. The alliance provides for joint development of a wide range
of products and cross licensing of the technology. This agreement provides
PrimeLink with immediate entry into the fastest growing new wireless market in
the country: data gathering and remote monitoring.

In May 1997, PrimeLink received an order for 150 of its TransComm units from
Corn Dancer Inc. to be utilized in their water vending machines. A portion of
the purchase order is to develop host software exclusive for the needs of Corn
Dancer Inc.

In September 1997, Consolidated Edison (ConEd) of New York placed an order 
with PrimeLink for the monitoring of its Steam operations in the Manhattan 
Area. PrimeLink believes that this initial order with ConEd will lead to the
introduction of its product into other markets within the Consolidated Edison
organization (i.e. electric and gas meter reading).

Business and Products of TechniLink                       

TechniLink Technology Manufacturing, Inc. ("TechniLink") is a multifaceted
corporation who provides products and services for the Industrial Automation
Market.  The products consist of hardware and software to ensure an industrial
plant's ability  to automate more efficiently.

For many years people have opened and closed valves manually in the
petrochemical and utility industries.  In some cases, they still do.  In most
modernized industrial plants today, MOVs, AOVs and motors have replaced people.
This process is called Industrial Automation. Major U.S. industrial related
corporations are downsizing internally to compete in a global environment.

The main technology that TechniLink is involved with is LON (local operating
network) by Echelon. This technology creates an easy to use, and very
interoperable system.  By dramatically reducing the installation cost of a
Computer-controlled valve and motor network, customers are now able to afford
the benefits associated with around-the-clock diagnostics, auditing
documentation and sequence monitoring.

  The LonWorks based "Cube 2001" System offers the following key benefits:

          Substantial cost savings from simplified design and minimization of
          installation costs.

          Significant reductions in material quantities with regard to cables,
          distribution and junction boxes.

          Sophisticated software packages providing historical audits of each
          device on the network and continuous serial/digital diagnosis of an
          array of vital functions.

          Major reductions in the space required for control room apparatus.

          High flexibility in the planning or expansion of each installation.

By far the most important benefits offered by the Cube 2001 are improved
efficiency and productivity through reductions in labor, maintenance and
downtime costs.

The CUBE's unique advantages using the neuron chip by Echelon can be
expected to arrive at a winning position in the consumer's mind. Now the
customer can install a device knowing he can hook up other devices and is not
locked to sole source vendors.  The resulting selling basis for our product is
interoperability.  Simply stated, the product will work with any other Lon based
product and all other Lon based products will work with it.  The Company
believes that the product's ease of installation makes the product as versatile
on retrofit as anything on the market.

Other Matters
On January 2, 1996, S.W. Carver ("SWC"), a California corporation owned
primarily by Robert Spigno, loaned the Company an additional amount of  $50,000
The loan is payable on demand and the unpaid principal is due and payable
December 15, 1996.  The loan bore interest at the rate of 10% per annum.
Interest was waived for the $50,000 loan at the same time 800,000 restricted
shares were issued for collateral to the $400,000 loan from SWC to TechniLink. 
The restricted shares that were issued to this transaction were returned to the
Corporation in June of 1996 and interest was reinstated to the loans.  There
had been no principal or interest payments towards the $400,000 note as of
November 30, 1996.  In March of 1996 SWC sold to the Company's subsidiary,
TechniLink, a vehicle for the use of its president. The cost of the vehicle was
$12,000 on account.  The terms of this note are three years at 12% interest.No
interest or principal was paid in fiscal 1996 for this loan.  The total
outstanding principal to SWC was $513,311 as of November 30, 1996. In October 
1997 all Notes to S.W. Carver and Robert Spigno were paid through the issuance 
of Conectisys Common Stock Restricted under Rule 144.

On July 17, 1996, the Company issued 500,000 shares to Adventuress
Productions Inc. for the purpose of securing a loan. This transaction was not
completed and the shares were returned to the Company in September 1996. These
shares were returned to the transfer agent in October 1997.

On July 25, 1996, Conectisys signed an agreement with Avonni Holding Group
Inc. (AHG). The agreement was for the investment of 6,000,000 shares of  Rule
144 Common Stock with Avonni for 366 days.  The return on this investment would
have been approximately 12%  if funds were delivered, but because of the
instability in the stock over the following months funding could not be secured
and the stock certificates were returned to the Company and sent back to the 
transfer agent to be canceled.
 
On August 20, 1996, 300,000 shares of Rule 144 common stock were issued to 
Savoia Corporation, for a loan secured by the shares. The shares were returned 
when funding could not be acquired. These shares were returned to the transfer 
agent in October 1997and canceled.

On December 10, 1996, The Company signed a promissory  note to the order
of Black Dog Ranch LLC (BDR). This note was rewritten in June 1997 and reduced
to $171,397  to properly reflect the amount that the company received from
the sale of stock that BDR owned.

On March 26, 1997, the Company agreed to issue Noel Guardi 4,550 shares of
its restricted common stock for partial payment of services rendered in 
November 1996. Mr. Guardi was authorized to receive an additional 4,550 
shares of restricted common stock for services.

On April 4, 1997, Conectisys issued 16,000 shares of restricted common
stock to settle its lawsuit with the former directors Case # 96 cv 2585.

On July 10, 1997, Conectisys issued 30,000 shares to James Sharmat for a 
portion of his attorney fees.

On July 14, 1997, the Company issued 300,000 shares of restricted common stock 
under rule 144 to an investor in a private placement.

On August 11, 1997, the Company issued the Board of Directors, in lieu of cash 
compensation for attendance to meetings of the Board of Directors, 5,958 shares 
of restricted common stock under rule 144.

On August 21, 1997, Patricia Spigno resigned as a member of the Board of 
Directors.  The remaining board members have accepted Karl Elliott's desire to 
become a member of the Board until the next shareholders vote on such matter.

In October 1997, the Company issued the officers of the corporation, in lieu of 
cash, restricted Common stock for unpaid salaries that had accrued through 
August 1997. The Board of Directors resolved to change transfer agents of the 
Company to Signature Stock Transfer located in Dallas, Texas. The Company 
approved a 1:20 Common stock reverse split that it expects to ratify at the 
next annual shareholders meeting. The Company saw it in its best interests to 
contract with two consultants to expand its development, marketing, and sale 
of its products. An agreement with an investment banker was also signed. The 
Company agreed with Donald Wallace, the former president of PrimeLink, to a 
separation, which included his resignation as an Officer and from its Board of 
Directors

In November 1997, the Company issued 500,000 shares Common Stock to two 
attorneys ,and two consultants for services rendered, and Restricted Common 
Stock to a printer for services rendered. 

A note receivable from CIPI was deemed to be uncollectible and was written 
down in 1997.  Additionally, the license and deferred technology for TechniLink 
was written down to their net realizable value.

Competition
Conectisys and its subsidiaries, PrimeLink and TechniLink, have minimal
competition in most markets.  PrimeLink's device FloComm that replaces 
mechanical chart recorders in the field for the petro-chemical industry has 
only one competitor to date using Two-Way paging technology. Mechanical chart 
recorders are predominant in the industry today. The TransComm unit, which is 
utilized in the vending machine market, has no competition using SkyTel's 
Two-Way Paging technology to the company's knowledge. Cellular and dedicated
line telephone are the closest competition to the TransComm device.  The device 
that PrimeLink uses for automatic meter reading (AMR) has the most competition. 
One competitor uses the similar two-way paging technology. The major difference 
between the other competitors devices and PrimeLink's device is that the 
competition utilizes spread spectrum radios that either have a drive-by 
collection process or require the build out of transmission sites. PrimeLink 
in connection with SkyTel uses Two-Way Paging technology to accomplish this 
without the extra costs.

TechniLink's Cube 2001 system for real time control of valve and
actuators, is currently believed to have no competition using the
Echelon neuron chip.  The most competitive forces in the CUBE's
market fall in three categories:
     A] Powell C2, a mechanical relay technology that has been
around for over 30 years. This type of system is susceptible to
random operation from lightning strikes.  TechniLink's Cube 2001
uses processor technology. Processor technology is a viable
replacement to mechanical relays and is not subject to the random
operation condition.
     B] DCS &  PLC based I/O systems. DCS (Digital Control
System) & PLCs (Programmable Logic Controller) are microprocessor
based industrial type computers. These are inherently expensive.
The cube 2001 is much more cost effective.  Low voltage keeps
wire replacement to a minimum, while self acquiring network keeps
programming costs down.
     C] MANUFACTURERS SYSTEMS are created by the actuator
manufacturers.  They have a lot of notoriety because the manufacturers 
that sell actuators to the refineries also want to control their futures. 
This is best done by supplying the control system for the actuators. 
TechniLink's system will work with any actuator that needs control 
(universal control), therefore releasing the plant from being "locked" 
into a system that may not conform to their needs.  The CUBE 2001 System 
is inexpensive to maintain as well.

Suppliers
The company has three key suppliers: Echelon Corporation, producers of the
neuron processor chip; SkyTel,  providers of the telecommunication network; and
Motorola, producers of the Two-Way pager component.

Both subsidiaries, PrimeLink and TechniLink, will be using outside vendors
for the assembly of their respective products. This will reduce capital costs
since there are a vast number of vendors to choose from.

Customers
Revenues for the Company in 1997 have come from one  major company , Williams 
Wireless .  Williams Wireless is part of The Williams Companies. The Company 
has signed in the last quarter of1997 a purchase order with Consolidated 
Edison, but no revenues were received in 1997 from this order.

Proprietary Information
The Company relies on proprietary knowledge and employs various
methods to protect its trade secrets, concepts, ideas and designs.  However,
such methods may not afford complete protection, and there can be no assurance
that others will not independently develop such processes, concepts, ideas and
designs.  The Company, through its subsidiaries, manufactures and markets its
technology.  However, such technology is not presently patented in the United
States, and although the Company has undertaken to file one or more applications
for U.S. patents pertaining to the technology, there can be no assurance that
patents will ultimately be issued.  Further, the possibility exists that the
technology may be deemed to infringe upon other technology which is already
patented or subject to an application filed prior to the Company's application
when filed.  In that event, the Company could be subject to liability for 
damages for infringement and could be required to cease production of 
equipment until appropriate licensing arrangements are made.  The Company 
could also be subject to competition from the party deemed to be the owner of 
the patent pertaining to the technology.


Employees
As of November 30, 1997, the Company and its subsidiaries employed seven full 
time employees, of whom three are officers of Conectisys.  At this time there 
are no grievances of any kind from the employees of the Company.



Item 2. Description of Property

The Company's principal executive offices are located at 7260 Spigno Place,
Agua Dulce, California 91350.  The space is leased from SWC, a related party.  
The lease is for office space (1090 Square feet) and equipment to run the day 
to day operations of the corporation.  The lease was for 11 months at
$2,000.00 per month that expired in December 1996.  The lease was
renewed in January 1997 for an additional 12 months and there is
an option to purchase at the end of the period. The Company plans
to renew the lease again in 1998.  The terms of the lease are
below what could be obtained from an outside 3rd party.
Management believes that its corporate offices are suitable and
more than adequate for its present needs.  There are no plans to
lease any additional space.


The location for PrimeLink has moved from Widmer Rd, Lenexa, Kansas 66215,
to 24730 Avenue Tibbitts Unit 130, Valencia, CA 91355.  PrimeLink
leased approximately 600 square feet of office space and 400
square feet warehouse space for $500 a month for a one-year term.
TechniLink is located at 7260 Spigno Place, Agua Dulce, and CA
91350.

Item 3.   Legal Proceedings

There are two legal proceedings to which the Company is a party. The first
case, Securities and Exchange Commission (Plaintiff) Vs. Andrew S. Pitt,
Conectisys Corp., Devon Investments Advisors, Inc., B & M Capital Corp., Mike
Zaman, and Smith Benton & Hughes, Inc. (Defendants) Civil Case # 96-4164.  The
Case Alleges that a fraudulent scheme was orchestrated and directed by the
defendants to engage in the sale and distribution of unregistered shares of
Conectisys by creating the appearance of an active trading market for the stock
of Conectisys and artificially inflating the price of its shares.In the suit
the SEC seeks permanent injunctions from violating securities laws. The SEC does
not seek any civil penalties from the Company.  The courts having conducted a 
trial of this matter without a jury and taken it under submission, found for 
the plaintiff as follows: against Conectisys on the claim that the defendant 
violated section 5(a), 5(c),17(a). Conectisys was NOT found to have violated 
section 10(b), 10(b-5), or 15(c). The Plaintiff was ordered to file proposed 
findings of fact and conclusions of law. The Plaintiff has  filed subsequent to 
the year ended November 30, 1997, with its conclusions and findings,
and is requesting that the Company disgorge alleged profits plus interest 
totaling $1,013,514.60.  The Company has accrued $50,000 for legal fees on the 
future settlement of this case.  The Company has filed objections to their 
claims. After the court settles the findings and conclusions, the court will 
enter further orders with respect remedy or remedies to be granted to the 
plaintiff.

The second case was brought by Clamar Capital Corp. (the
"Plaintiff ") against Smith Benton & Hughes; Michael Zaman;
Claudia Zaman; Andrew Pitt and Conectisys Corp.(collectively the
"Defendants").  The case was brought before the District Court of
Arapahoe, State of Colorado, case No. 97-CV-1442, Division 3.
The Plaintiff did not specify an amount of damages that it seeks
from the defendants.

Item 4.   Submission of Matters to a Vote of Security Holders

Matters were submitted to a vote of security holders during the Annual
Meeting of Stockholders held on November 15, 1996:
          1. The election of 3 directors to serve until the next annual meeting
and until their successors are duly elected.
          2. To consider and ratify the amendment to the Articles of
Incorporation changing the name to Conectisys Corporation.
          3. To conduct such other business as may properly come before the
meeting.
All directors and matters were voted on, and through a majority  of votes
were accepted.

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

When traded, the Company's shares are traded on the electronic over-
the-counter bulletin board.  Bid and asked quotations are reported on the
bulletin board under the symbol CNES.  As of February 15, 1997,
there were approximately 7 market makers quoting the stock.  The
following table indicates the range of high and low Ask/Bid
information for the common stock for each fiscal quarter
since December 1, 1993: All prices have been converted to reflect the 1:250  
and the 1:20 reverse stock splits.

   Quarter ending      Bid       Ask       Bid        Ask
                       High     High       Low        Low
November 93                0    500.000         0    500.000
February 94                0    500.000         0    500.000
May  94                5.000    500.000     5.000    500.000
August 94             20.000    505.000     5.000    500.000
November 94           225.00    750.000    20.000    100.000
                           0
February 95           262.50    300.000   200.000    265.000
                           0
May  95               257.50    380.000     2.500    105.000
                           0
August 95             180.00    390.000    50.000    100.000
                           0
November 95           141.26    240.000   122.500    110.000
                           0
February 96           240.00    300.000   122.500    122.500
                           0
May  96               412.50    440.000   217.500    240.000
                           0
August 96             455.00    500.000   120.000    120.000
                           0
November 96           252.50    300.000    10.000     80.000
                           0
February 97           230.00    150.000    20.000     10.000
                           0
May 97                45.000     47.400    15.000     20.000
August 97             25.000     25.000     5.000      5.000
November 97            5.000     17.600      .750       .750
Current February 27,   3.490      4.000                     
1998
The above quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual transactions.

As of November 30, 1997, there were approximately 566 shareholders of record of 
the Company's common stock.
    
Holders of the common stock are entitled to receive such dividends as may
be declared by the Company's Board of Directors.  The Company has not declared
any cash dividends on its common stock since inception, and its Board of
Directors has no present intention of declaring any dividends.

Item 6.   Management's Discussion and Analysis or Plan of Operation
Results of operations

The Company (A Development Stage Company), realized a net loss on
operations of $2,689,268    for the year ended November 30, 1997,
with $380,642 of revenues. The Company  in the 12 month period
ended November 30, 1996, had losses of $2,238,933, with $111,163
in revenues.

Plan of operation

Loss on operations for the Company for the year ended 1996 was
$2,238,933 as compared to a loss of $2,739,268   in fiscal 1997.
This is a 22  increases in losses from the prior year in the same
period.  The Company, over the next 12 months will rely on the revenues from its
subsidiaries, collection of notes receivable and additional funding through 
the sale of common stock or loans colateralized through common stock.  
Revenues in fiscal 1997 were $380,642 as compared to $111,163 in year ended 
November 30, 1996.  The $380,642  in revenues are a 242% increase over
revenues obtained in the same period in 1996.  Development for
the subsidiaries' products will be ongoing throughout the year
with no expected purchase of significant equipment or plants at
this time.  There is no expected significant change in the number
of employees at this time.  The Company in the first quarter of
fiscal 1998 shipped its first product to Consolidated Edison,
Steam Division, a new customer to PrimeLink. The Company is
working diligently on this account.

Liquidity and capital Resources

As of  November 30, 1997, the Company had a negative working capital of
$1,235,492    , consisting of $20,676   in current assets and
$1,256,168   in current liabilities.  The Company had a negative working 
capital of $780,357 at year ended November 30, 1996.  This is a 58% increase
in negative working capital compared to November  30, 1996 .  The Company has
incurred operating losses since its return to the development
stage, which raise substantial doubt about the Company's ability
to continue as a going concern.  Also the Company is a party to
an investigation by the Securities and Exchange Commission.

Management's plans for correcting these deficiencies include the
future sales of their newly licensed products and to raise
capital through the issuance of common stock to assist in
providing the Company with the liquidity necessary to retire the
outstanding debt and meet operating expenses.  In the longer
term, the Company plans to achieve profitability through the
operations of the subsidiaries.  The consolidated financial
statements do not include any adjustments that might result from
the outcome of the uncertainty.

The Company had total assets of $1,275,253    as of November 30,
1997, and total liabilities of $1,257,384.  Shareholder equity is
$17,869 , as compared to $864,778 for fiscal year ended November
30, 1996.

Cash Flows

The Company had a net loss for the year ended November 30, 1997, of
$2,739,268 .  The cash used in  operations toward this loss was
$377,616 .  The largest area of  loss was the result of non-cash
transactions to the Company. $690,602 (25%) was the result of
services that were paid through the issuance of Common stock.
The Company also had depreciation and amortization expenses of
$487,396  , which is approximately 18% of the total net loss.
The Company had  a  $447,915  dollar provision for bad debt (16
%).  The cash used in investing was $67,561 (2.4%) of the total
loss.  The Company sold approximately $399,980 worth of its stock
under rule 144 and Regulation S to finance a portion of its
losses.

Effect of inflation

Inflation did not have any significant effect on the operations of the
company during the fiscal year ending November 30, 1997. Further, inflation is
not expected to have any significant effect on future operations
of the Company.

The Financial Accounting Standards Board (FASB) Impact

On March 3, 1997, FASB issued Statement of Financial Accounting Standards
No. 128, Earnings per Share (SFAS 128).  This pronouncement provides a different
method of calculating earnings per share than is currently used in accordance
with APB 15, Earnings per Share.  SFAS 128 provides for the calculation of Basic
and Diluted earning per share.  Basic earnings per share includes no dilution 
and is computed by dividing income available to common share holders by the 
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of securities that 
could share in the earning of the entity, similar to fully diluted earnings per
share.

Statement of Financial Accounting Standard No. 130, "Reporting
Comprehensive Income," (SFAS No. 130) issued by the FASB is
effective for financial statements with fiscal years beginning
after December 15, 1997.  Earlier adoption is permitted. SFAS 130
establishes standards for reporting and display of comprehensive
income and its components in a full set of general-purpose
financial statements.  The Company does not expect adoption of
SFAS No. 130 to have an effect, if any, on its financial position
or its results of operations.

Statement of Financial Accounting Standard No. 131, "Disclosure
About Segments Of An Enterprise And Related Information," (SFAS
131) issued by the FASB is effective for financial statements
with fiscal years beginning after December 15, 1997.  Earlier
application is permitted.  SFAS No. 131 requires that public
companies report certain information about operating segments,
products, services and geographical areas in which they operate
and their major customers.  The Company does not expect adoption
of SFAS No. 131 to have an effect on its financial position or
results of  operations; however, additional disclosures may be
made relating to the above items.

The Company has conducted a comprehensive review of its computer
systems to identify the systems that could be affected by the
"Year 2000" issue and is developing an implementation plan to
resolve the issue.  The Year 2000 problem is the result of
computer programs being written using two digits rather than four
to define the applicable year.  Any of the Company's programs
that have time-sensitive software may recognize a date using "00"
as the year 1900 rather than the year 2000.  This could result in
a major system failure or miscalculations.  The Company presently
believes that , with modifications to existing software and
converting to new software, which the Company expects to
implement on a timely basis, the Year 2000 problem will not pose
significant operational problems for the Company's computer
systems as so modified and converted.  Estimated costs associated
with this conversion are anticipated to be minimal.  However, if
such modifications and conversions are not completed timely, the
Year 2000 problem may have a material adverse impact on the
operations of the Company.

Item 7.   Financial Statements

Financial statements are audited and included herein beginning on page F1
and are incorporated herein by this reference.

Item 8.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

PART III

Item 9.   Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act

Directors and Officers

The Directors and Officers of the corporation, all of whose terms will
expire at the next annual meeting of the shareholders, or at such  time as their
successors shall be elected and qualified, are as follows:

Names                                   Position

Robert A. Spigno         Chief Executive Officer,  President, and Chairman of
                         the Board
Richard Dowler           Chief Financial Officer and Director
Patricia A. Spigno       Secretary, Treasurer
Karl Elliott             Director

Robert A. Spigno,  President and Chief Executive Officer,
Director

 Robert A. Spigno, age 44, has been Chief Executive Officer, President and
Chairman of the Board of the Company since August 1995.  Prior thereto, Mr.
Spigno received his General Contractors license from the State of California in
1978, and then ventured out to the Home Building Industries as a sole
proprietor.  In 1989, he formed a California corporation named S.W. Carver
Corporation, for which Mr. Spigno served as President and Chairman of the Board
since 1989.

Richard Dowler, Director, Chief Financial Officer Controller

Richard Dowler, age 38, is currently the Chief Financial Officer and
Director of Operations for the Company, serving in such positions since August
1995.  Prior to this he was the Director of Operations for S.W. Carver Corp. for
five years.
From 1986 to 1990, Mr. Dowler was General Manager  for a construction firm,
overseeing the estimating, purchasing and accounting departments. Mr. Dowler
has been directly responsible for up to eight projects running simultaneously
with over one hundred fifty employees with budgets of over $1,000,000.


Patricia A. Spigno,  Secretary and Treasurer

Patricia A. Spigno, age 39, has been Secretary, Treasurer and a director of
the Company since August 1995.  Prior thereto, she has for nineteen years acted
as a key management person in the operation of privately held companies.  Since
January 1990, she has acted as Secretary and Treasurer of S. W. Carver Corp.
Her involvement in these and other companies has been from the conceptual stage
of the formation of the company, through startup, and then on to the daily
operations.

Her skills in the area of detailed accounting have aided her in the duties
of asset management.  She has been responsible for all aspects of accounting 
in a company with over two hundred employees and an average annual
gross sales of several million dollars.  Mrs. Spigno has managed all banking
related transactions including specific account management, wire transfers, 
letters of credit, and payroll.  She has also managed all aspects of escrow
accounting.  She currently holds an active California Real Estate license.  
Mrs. Spigno is the spouse of Robert A. Spigno.

Karl E. Elliott, Director

Karl Elliott, age 42, is currently serving as President and Chairman of the
Board of TechniLink Technology Manufacturing, Inc., a subsidiary of Conectisys
Corporation.  He has served in this capacity since February 1995.
Prior to this, from November 1994, to February 1995, he owned a
sole proprietorship providing control system design services.
From October 1988, to March 1995, he served as the MIS Manager/
Systems Integration Manager for Valve Systems and Controls, a
Crane
Company.


Responsibilities included implementation of the MIS System.  The system is
an IBM RISC 6000 using Sysbase RDMS.  Software was developed
using AIX (UNIX) and SQL.  The system supports all aspects of the
four district offices and one hundred plus employees.  Other accomplishments 
include the creation of Systems
Integration Division Products that came out of this division 2 wire base field
networks, Pole Top RTU and the Universal Network Manager (UNM).
The UNM is a STE based 16 port multiple protocol communication controller.

 Item 10. Executive Compensation

Renumeration

Cash renumeration accrued for services in all capacities rendered
to the
Company ended November 30, 1997, 1996, and 1995  , to all
directors and officers as a group was as
follows:

     Name of individual       Capacities in       Cash or cash equivalent
     or number of persons     in which served     forms of remuneration
     in group

     Robert A. Spigno         CEO/President              $75,335 1997
                                                          62,998 1996
                                                          12,787 1995

     The Company has plans for profit sharing, insurance, and stock option plans
for the benefit of its officers, directors or other employees for fiscal year
1998, but has not yet adopted any such programs.  In 1994, the Company
established a compensatory benefit plan, pursuant to which up to 20,000 shares
of common stock may be issued to persons that the Board of Directors deems are
owed some form of compensation for services to the Company. There were none 
granted in 1997.


Stock Option Exercises and option values

Fiscal year end option values

                            Number of Unexercised        Value of Unexercised
                            Option Shares at Fiscal       the Money Options at
                                    Year End                 Fiscal Year End

   Name              Exercisable  Unexercisable  Exercisable Unexercisable

Robert Spigno     1,471,195           0             $3,677,987     0

Employment Contracts

On December 4, 1995, the Board of Directors approved employment agreements
with its executive officers, (of which two are members of the Board of 
Directors), and the payment of restricted stock to the officers for their 
past services. These agreements are incorporated by reference to the 10-K 
for the year ended November 30, 1995.

On August 11, 1997, the employment agreements with the executive
officers were amended with the following changes:

Robert Spigno

     THIS AMENDMENT AGREEMENT is made and entered into effect the
11th day of August, 1997, by and between Conectisys, Inc., a
Colorado corporation ("CONECTISYS"), ("Employer"), and Robert
Spigno  ("Employee").

     The following amendments to the language of the paragraphs
as noted herein are hereby amended to the initial signing of the
Employment Agreement, dated October 2, 1995, as follows;
     The amendments are effective September 1, 1997:

1.   Employment and term. Employer hereby employs Employee and
Employee hereby accepts employment from Employer to perform the
duties set forth below, for a term of five (5) years, subject to
the provisions of this Agreement, and thereafter shall be
automatically extended for subsequent five (5) year terms unless
terminated as provided herein.  Employee's employment hereunder
shall be continued thereafter from term to term until either
party shall give sixty (60) days prior written notice of
termination.  Notwithstanding the foregoing, this Agreement may
be sooner terminated as provided in Paragraph 8 hereof.

2.         Duties.   Employee  shall devote  his  full  time  and
efforts  to the business of Employer, and shall be an officer  of
Conectisys holding the title of President / CEO.

3.    Compensation.  During the term of this Agreement,  Employee
shall  receive as compensation for his services, an  annual  base
salary  of one hundred sixty thousand dollars ($160,000).  During
the subsequent terms of employment under this agreement, Employer
shall  negotiate  Employee's annual base salary  in  good  faith;
provided,  however,  that Employer shall pay Employee  an  annual
base  salary in such subsequent terms of employment in an  amount
no less than the annual base salary paid Employee during the term
hereunder.  Employee shall further receive a bonus, paid at  year
end,  equal  to six percent (6%) of all net profits before  taxes
earned  by Conectisys.  Employee shall further receive  a  bonus,
paid  at  year  end, equal to fifty percent (50%)  of  employee's
salary  for  compensation to the employee's continuing employment
to  the  Company  ("Staying  Bonus").   Staying  Bonus  shall  be
compensated  for  with Conectisys Corp. restricted  common  stock
under  rule 144 ("The Stock").  The calculation for the value  of
the  Stock will be fifty percent (50%) of the average bid and ask
price  for  the  stock  for the 30 days prior  to  the  issuance.
Employee shall have an option to purchase up to 500,000 shares of
Conectisys Corporation restricted stock under rule 144, at a cost
of  Fifty  (50%) of the average market value during the prior  30
days  of   trading; this option shall remain open for  three  (3)
years with an option to renew said option for an additional three
(3) years.


Richard Dowler

     THIS AMENDMENT AGREEMENT is made and entered into effect the
11th  day of August, 1997, by and between Conectisys, Inc., a
Colorado corporation ("CONECTISYS"), ("Employer"), and Richard
Dowler ("Employee").

     The following amendments to the language of the paragraphs
as noted herein are hereby amended to the initial signing of the
Employment Agreement, dated October 2, 1995, as follows;
     The amendments are effective September 1, 1997:

1.    Employment and term. Employer hereby employs  Employee  and
Employee  hereby accepts employment from Employer to perform  the
duties set forth below, for a term of three (3) years, subject to
the  provisions  of  this  Agreement,  and  thereafter  shall  be
automatically extended for subsequent three (3) year terms unless
terminated  as provided herein.  Employee's employment  hereunder
shall  be  continued thereafter from term to  term  until  either
party  shall  give  sixty  (60)  days  prior  written  notice  of
termination.   Notwithstanding the foregoing, this Agreement  may
be sooner terminated as provided in Paragraph 8 hereof.

2.           Duties.   Employee shall devote his  full  time  and
efforts  to the business of Employer, and shall be an officer  of
Conectisys holding the title of Chief Financial Officer.

3.    Compensation.  During the term of this Agreement,  Employee
shall  receive as compensation for his services, an  annual  base
salary   of   eighty  thousand  dollars  ($80,000).  During   the
subsequent  terms  of  employment under this agreement,  Employer
shall  negotiate  Employee's annual base salary  in  good  faith;
provided,  however,  that Employer shall pay Employee  an  annual
base  salary in such subsequent terms of employment in an  amount
no less than the annual base salary paid Employee during the term
hereunder.  Employee shall further receive a bonus, paid at  year
end,  equal  to two percent (2%) of all net profits before  taxes
earned  by Conectisys.  Employee shall further receive  a  bonus,
paid  at  year  end, equal to fifty percent (50%)  of  employee's
salary  for  compensation to the employee's continuing employment
to  the  Company  ("Staying  Bonus").   Staying  Bonus  shall  be
compensated  for  with Conectisys Corp. restricted  common  stock
under  rule 144 ("The Stock").  The calculation for the value  of
the  Stock will be fifty percent (50%) of the average bid and ask
price  for  the  stock  for the 30 days prior  to  the  issuance.
Employee shall have an option to purchase up to 500,000 shares of
Conectisys Corporation restricted stock under rule 144, at a cost
of  fifty  (50%) of the average market value during the prior  30
days  of   trading; this option shall remain open for  three  (3)
years with an option to renew said option for an additional three
(3) years.

Patricia Spigno

     THIS AMENDMENT AGREEMENT is made and entered into effect the
11th day of August, 1997, by and between Conectisys, Inc., a
Colorado corporation ("CONECTISYS"), ("Employer"), and Patricia
A. Spigno ("Employee").

     The following amendments to the language of the paragraphs
as noted herein are hereby amended to the initial signing of the
Employment Agreement, dated October 2, 1995, as follows;
     The amendments are effective September 1, 1997:

1.    Employment and term.  Employer hereby employs Employee  and
Employee  hereby accepts employment from Employer to perform  the
duties set forth below, for a term of three (3) years, subject to
the  provisions  of  this  Agreement,  and  thereafter  shall  be
automatically extended for subsequent three (3) year terms unless
terminated  as provided herein.  Employee's employment  hereunder
shall  be  continued thereafter from term to  term  until  either
party  shall  give  sixty  (60)  days  prior  written  notice  of
termination.   Notwithstanding the foregoing, this Agreement  may
be sooner terminated as provided in Paragraph 8 hereof.

2.           Duties.   Employee shall devote his  full  time  and
efforts  to the business of Employer, and shall be an officer  of
Conectisys holding the title of Secretary / Treasurer.

3.    Compensation.  During the term of this Agreement,  Employee
shall  receive as compensation for his services, an  annual  base
salary   of   eighty  thousand  dollars  ($80,000).  During   the
subsequent  terms  of  employment under this agreement,  Employer
shall  negotiate  Employee's annual base salary  in  good  faith;
provided,  however,  that Employer shall pay Employee  an  annual
base  salary in such subsequent terms of employment in an  amount
no less than the annual base salary paid Employee during the term
hereunder.  Employee shall further receive a bonus, paid at  year
end,  equal  to two percent (2%) of all net profits before  taxes
earned  by Conectisys.  Employee shall further receive  a  bonus,
paid  at  year  end, equal to fifty percent (50%)  of  employee's
salary  for  compensation to the employee's continuing employment
to  the  Company  ("Staying  Bonus").   Staying  Bonus  shall  be
compensated  for  with Conectisys Corp. restricted  common  stock
under  rule 144 ("The Stock").  The calculation for the value  of
the  Stock will be fifty percent (50%) of the average bid and ask
price  for  the  stock  for the 30 days prior  to  the  issuance.
Employee shall have an option to purchase up to 500,000 shares of
Conectisys Corporation restricted stock under rule 144, at a cost
of  fifty  (50%) of the average market value during the prior  30
days  of   trading; this option shall remain open for  three  (3)
years with an option to renew said option for an additional three
(3) years.

Item 11.  Security Ownership of Certain Beneficial Owners and
Management

As of  November 30, 1997,  the Company had 4,677,804 outstanding shares of
common stock.  Each common share entitles the holder to one vote  on any matter
submitted to shareholders for approval.  The Company has authorized 1,000,000
shares of Class A Preferred Stock, $1.00 par value per share, of which 20,500
shares currently are issued and outstanding.  Preferred Class A  stock has 100 
to 1 voting rights.  Also authorized are 1,000,000 shares of Class B Preferred
Stock, $1.00 par value per share.  Class B Preferred stock has conversion rights
of 10 shares common stock to 1 share Preferred Class B of which no shares
currently are issued and outstanding.

Beneficial Owners Owning  Number Of   Percentage
       5% or more          Shares      of common
                                         Stock
                                                 
Mandarin Overseas          1,377,536       29.42%
Investment
Robert A. Spigno (1)         478,581       10.22%
S.W. Carver Corp.          1,944,721       41.54%
                                                 
Security ownership of                            
Management
                                                 
Richard Dowler                48,868        1.04%
Patricia A. Spigno            61,362        1.31%
Robert A. Spigno             478,581       10.22%
Karl E Elliott                19,250         .41%
                                                 
Total Directors and          608,061       12.99%
Officers as a whole
                                      
Beneficial Owners Owning  Number of   Percentage
       5% or more          shares     of class A
                                       Preferred
                                      
Robert A. Spigno              20,500         100%


 (1)  Does not include 61,362 shares owned by Patricia Spigno
(spouse).  The aggregate beneficially owned by Robert A. Spigno is 468,438
Shares (11.53%).
(2) Does not include 478,581 shares owned by Robert A. Spigno
(spouse). The aggregate beneficially owned by Patricia A. Spigno is 468,438
Shares (11.53%).

Item 12.  Certain Relationships and Related Transactions

In February 1996, the Company entered into an equipment
lease/purchase agreement with SWC.  The lease is for 11 months at a rate of
$2,000 per month. The Company has the right to purchase the leased right for
approximately $83,000.  However, the lessor has the right to revoke the
purchase option at any time and for any reason.

The engagement with S.W. Carver Corp. (SWC), which is owned by
Robert A. Spigno and Patricia A. Spigno states that SWC is to
maintain the day to day accounting needs of the company.  SWC is included 
in the general and administrative expenses.

Effective March 21, 1995, the Board of TechniLink approved the purchase of
a 1990 Ford Bronco from SWC for $12,000.  The note for the vehicle is at 10%
interest until March of 1998.  This note was paid with the issuance of 
Restricted Common Stock in October 1997.

In October 1997, the Company reduced its debt from $777,888 to
$30,000 with S.W. Carver by issuing  1,944,720 Restricted Common
Stock under rule 144.

Information concerning certain other related party transactions are
contained in response to Item 1 and 11 and which are incorporated
herein by this reference.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

27.0           Financial Data Schedule
99.0           Financial statements

     (b)  During the Registrant's fiscal year ended November 30, 1997, the
registrant filed the following current reports on Form 8-K:

8-K Filed April  3, 1997
8-K Filed April 22, 1997
8-K Filed May 1, 1997
8-K Filed May 28, 1997
8-K Filed June 30, 1997
8-K Filed October 15, 1997





     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
                              CONECTISYS CORPORATION

Date: March 14, 1997                    By  /S/  Robert A. Spigno
                                   Robert A. Spigno, President

      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  Report has been signed below  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.

Signature                 Title                   Date
                          
                          
                          
/S/ Robert A. Spigno      Chairman of the Board,   March 14,1997
(Robert A. Spigno)        Chief Executive           
                          Officer, President and
                          Director
                          
 /S/ Richard Dowler       Chief Financial Officer March 14, 1997
(Richard Dowler)          (Principal Financial
                          Officer and Principal
                          Accounting Officer),
                          and Director
                          
 /S/ Patricia A. Spigno   Secretary, Treasurer    March 14, 1997
(Patricia A. Spigno)