<pre>
        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 year ended September 30, 2001.

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

                        Commission File Number 33-3560D

                               CONECTISYS CORP.
                (Name of small business issuer in its charter)

               Colorado                             84-1017107
           (state or other jurisdiction           (I.R.S. Employer
            Incorporation or Organization)          Identification No.)

             24370 Avenue Tibbitts, Suite 130 Valencia, California    91355
              (Address of principal of Executive Offices) 	    (Zip Code)

Issuer's telephone number: (661) 295-6763

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

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

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-KSB. [X]

State Issuer's revenues for it's most recent fiscal year: $0

The aggregate number of shares of the voting stock held by non-affiliates on
January 11, 2002 was 27,488,460.  The market value of these shares, computed by
reference to the market closing price on January 7, 2002 was $2,748,846.  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 issuer's classes of equities as of January 11, 2002 was
74,659,769.
<page>                                  1
PART I

Item 1.     Description of Business

General

What is H-Net?

H-Net is a system to remotely read electric meters without the necessity of
someone going out and physically seeing the meter, as has been the traditional
method of reading meters in the past.

H-Net hardware becomes an integral part of new electric meters put into
service. Once installed, the new electric meters can then send the electric
meter usage readings by H-Net's wireless radio system to a central computer for
storage and retrieval.

H-Net's deployment costs are minimal since there are no towers to put up and no
expensive infrastructure to erect. The data collected by H-Net is transmitted
over the undesignated and unlicensed 900MhZ radio bandwidth for transmission.
The H-Net system allows for high density of transmissions, which makes it ideal
for metropolitan areas as well as suburban or rural communities. With every H-
Net equipped electric meter that is installed the H-Net meters begin to self-
configure by sending transmission data between H-Net meters. The H-Net meters
can communicate to a distance of approximately .25 miles. For every H-Net meter
area a small relay station called a Base Station is installed. A Base Station
can operate with up to 20,000 H-Net meters transmitting to it. The Base Station
continually receives H-Net electric meter reading data every second with
information being exchanged and verified for accuracy. Every 15 minutes the
Base Station transmits the accumulated electric meter readings by telephone via
modem to our central storage computer at our facility called the Network
Operating Center. Once the readings from the H-Net meters arrive, the data can
be assembled into various formats for billing customers as well as for electric
power purchasing and conservation programs.

H-Net Pilot Program

On February 15, 2000 we successfully launched our H-Net pilot test project in
Los Angeles, California. Although the initial pilot was small, it was a working
model showing the capabilities of H-Net as an Automatic Meter Reading device.
The initial pilot demonstrated H-Net's technology, which acquires real time
data from an electric meter, processes this data to show power usage and cost,
and can display this information via the Internet.

In September 2000 we launched a second pilot test project and engineered a
portable H-Net Wireless Network capable of demonstrating the H-Net System
anywhere in the country.

Based upon H-Net's success in its initial pilots in proving H-Net as a viable
system of administration and reporting for the reading of electric meters, we
released a third pilot test project for 2001. We expect to begin testing H-Net
with third parties (beta testing) in the 2nd quarter of 2002. We are in the
process of developing the final cost reduced version of H-Net for commercial
deployment in 2002.
<page>                                  2
H-Net At Work

H-Net is new technology developed to allow energy companies to have a wireless
network of intelligent electric meters, each unit talking to each other and
passing data back and forth, allowing real-time electric consumption data and
statistics to be collected. Energy Service Providers will save money by
efficiently collecting accurate electric usage profiles and using this nearly
real-time electric usage data to competitively bid for electricity in the newly
deregulated electricity market.

Detailed information and charts can be easily created to help plan for the
electric needs of the future.  Through the use of the H-Net system an Energy
Service Provider can tell exactly how much electric power a metropolitan area,
a neighborhood, or even an individual house is using since each individual H-
Net unit can individually identified in the field. Customers will have the
ability to check their electric usage and billing rates in real time through
the Internet thus promoting energy conservation.

The H-Net Wireless Network Vision

H-Net will provide an electric or utility company with the ability to provide
its customers with information through the Internet. The site could provide
electric usage data that would show when electricity is used every 15 minutes
of every day and the related costs to each of its customers, allowing its
customers to analysis, identify and capture cost savings opportunities.

The H-Net System will open both educational and sales opportunities for the
customer and energy companies alike. The purchasing power produced by accurate
historical and real time data facilitates efficiency and cost saving advanced
electricity purchasing. The H-Net System will allow the monitoring of energy
levels of its customers and will ensure that the utility companies are aware of
any delivery problems including power outages and energy thefts.  When a
regional area suffers a heavy storm, the H-Net System will provide a power
company with the ability to determine which of its customers do not have
electric power, without the aid of a customers' service phone calls allowing
the service crews to be dispatched more efficiently. Using H-Net, the utility
company knows precisely when each customer's service is restored and the exact
duration of the outage.

H-Net will not only enhance safety but also convenience, allowing electricity
to be remotely connected and disconnected, with all billing transactions
completely automated. With H-Net's Internet connections, customers can request
energy service on-line and discover that there are alternatives for time-of-use
rates with incentives for reducing electricity consumption at different times
of the day. Since H-Net allows the customer an information link directly to
their electric meter, orders initiated by the customer can be automatically
implemented. H-Net is monitoring the customer's electric meter constantly and
meter reads are gathered and displayed on 15-minute intervals, 24 hours a day/
7 days a week/ 365 days a year.

Electric companies will be able to implement innovative sales offerings of
electricity such as pre-payment plans, and provide customers with detailed
usage and pricing information, allowing them to utilize the ability to purchase
additional electricity via the Internet.
<page>                                 3
Electric prices are constantly changing, and electricity purchasing and trading
is a critical function of electric companies. H-Net will provide customers and
utilities with reliable and accurate electricity usage records. Customers could
be offered special incentives to use electricity at off-peak times improving
electricity utilization and conservation during critical peak periods.

H-Net would allow the distribution of electricity generation more simply and
inexpensively with electricity usage and other vital information flowing
directly, precisely and electronically through the entire electricity supply
line. Electricity purchasers can make precise forecasts of purchasing,
eliminating volatile wholesale electric prices. H-Net allows customers who are
getting ready to terminate or switch electricity service providers to use the
Internet to inform the current electric company of the change. At a precise
time, selected by the customer, H-Net reads the meter, passes the information
to the current electricity provider's system to produce a final bill, and
disconnects the meter. The new meter data from that point forward is
automatically routed to the new electricity provider. Billing delays and
settlement time lags are non-existent.  A customer can pay the bills
electronically - all at a very low cost to the utility company. Low transaction
costs will speed the path towards an open, competitive market.

H-Net can provide lower electricity costs, quicker transactions with less
paperwork and less potential for errors, and increase asset utilization.
Customer satisfaction will be enhanced through choice and costs savings, thus
increasing customer loyalty.

Electric Meter Market

There are 125 million electric meters in the United States. Out goal is to
capture 1% national market share and 10% of the California energy market.


           National Automatic Electric Meter Reading Figures

Description                                 Electric Meters Total Electric
-----------------------------------         ------------------------------
Meters in United States                                 125,000,000
U.S. Market Share Approx. 1%                              1,250,000
Electric Meters in California                            12,500,000
California Market Share Approx. 10%                       1,250,000

Government Regulation

The restructuring of the utility market in the United States has required
reading meters much more frequently than the current practice of once a month,
thus making the manual meter reading techniques currently in use inadequate.
The market needs a new technology, which can simultaneously meet performance
and price requirements of this market.

The utility industry in California is desperately preparing to comply with the
mandates set by energy deregulation. California has responded by preparing
plans to increase production of energy within the state and increase the
conservation of electricity, specifically that of residential users, in the
future. The economic boom of the last eight years has created a tremendous
increase in demand for electric power in California and throughout the country
dictating that usually abundant surpluses of electric power are no longer
available to states like California. Local utility companies have been
searching for products to meet the requirements of conservation and
deregulation, both of which require that an electric meter be read at least
once an hour with real time readings. Less than 1/10 of one percent of all
domestic electric meters are connected to an automated meter-reading device. So
far government regulations have spawned the need for H-Net type technology. We
do not anticipate any government regulations to hamper our efforts to sell H-
Net systems.
<page>                                 4
H-Net System Research & Development  Progress

      Alpha prototype units have been designed and tested.

      We expect to begin its full-scale beta test pilots in the first quarter
      of fiscal year 2002.

      Patents for the H-Net product lines have been filed with the U.S. Patent
      office. Current status is patent pending.

      H-Net hardware is in cost reduction development and completion is
      expected by the end of the first quarter 2002.

      H-Net has been operating in a pilot program since February 2000.

      Our Network Operation Center is fully functional and ready to receive
      field data.

      We anticipate deployment of large-scale networks (1,000 units) in the 3rd
      quarter of fiscal 2002.

      We have spent nearly $3 million in the last two fiscal years and through
      September 2001 on research and development of the H-Net System.

Operations

During the initial design and engineering phases for the products, we have
maintained low overhead costs and will do so until manufacturing and sales are
underway.  Additional staffing will take place as needed during the coming
months, including Managerial, Clerical, Administration, Sales, Marketing, and
Customer Service.

We will lease suitable office facilities for our operations within the
Southern California area.  We will initially utilize existing manufacturers
to produce our products and so will not have a short term need to lease or
build manufacturing facilities.
<page>                                 5
Our Strategy

Our deployment strategy is to capture the priority placement of H-Net for
testing. We have reached an agreement for the evaluation of H-Net in the
Advanced Power and Energy Program at University of California in Irvine,
California. The program is a three level program of extensive laboratory and
field-testing, and evaluation consisting of the following:

        Level I Platform:       High Supervision Beta Test Laboratory
        Level II Platform:      Institutional Environment
        Level III Platform:     University Research Park Living Laboratory

The Advanced Power and Energy Program is engaged in the development of test
protocols for Distributed Resources including micro turbine generators, fuel
cells, and combined heat and power applications.  The plans are to undertake
the development of test protocols for advanced metering and real time-of-use
metering under the auspices of stakeholder agencies such as the California
Energy Commission.

As part of this program, the University of California Irvine through the
Advanced Power and Energy Program will include technologies such as that
developed by ConectiSys with the understanding its mission is to accelerate the
market viability of energy related technologies and systems, and this mission
requires that the Advanced Power and Energy Program conduct objective research
and development programs.

The Advanced Power and Energy Program will give H-Net the national platform
upon which to prove itself out as a viable, efficient and reliable method of
automated meter reading at a cost that is comparable to the current manual
methods of meter reading.

In addition to University of California and the Advanced Power and Energy
Program, we plan to do beta field testing with various utilities and energy
service providers across the country. Generally, we plan to begin in California
and then move on to major cities across the country.

Anticipated Revenues

And Marketing  Once we are in the deployment stage of our H-Net system we
anticipate the following gross revenues per meter per month:

                         Meter Ownership         $ 1.21
                         Meter Service           $ 0.35
                         Meter Reads             $ 1.17
                         Network Service         $ 1.25
                         Meter Data Archive      $ 0.38
                         Internet Data Report    $ 0.30
                         Meter Billing           $ 1.02
                                                --------
                         Total Gross Revenues    $ 5.68
<page>                                 6
We will have costs totaling $3.00 per month per H-Net meter. These costs
include the following:

  Meter Ownership to Meter Manufacturer                           $1.21
  Meter Service Royalties to Energy Service Provider              $0.27
  Network Service Credits to Energy Service Provider              $0.38
  Meter Data Archive Credits to Energy Service Provider           $0.11
  Internet Data Report Royalties to Internet Service Provider     $0.23
  Meter Billing Royalties to Internet Service Provider            $0.80
                                                                ---------
                        Total Costs                               $3.00

H-Net provides meter readings every 15 minutes. Considering that this
corresponds to 96 reads per day or almost 3000 reads per month, even at a cost
of one cent per read this would lead to an unacceptable monthly surcharge of
thirty dollars ($30.00) per month. Manual monthly meter reads cost about one
dollar ($1.00) per month. H-Net is designed to meet the low cost of the manual
meter reading while providing 3000 times as many readings per month. The cost
of running H-Net is roughly $.20 per meter per month or  $.000066 per reading.

We have developed a multi-faceted marketing plan to facilitate the following
objectives:

      Acquire and retain strategic beta test placement locations;

      Forge synergy partnerships with Energy Service Providers, Utilities
      and Internet Service Providers, this includes joint ventures, license
      agreements and strategic alliances;

      Secure meter manufacturing partners and e-commerce sponsorship;

      Promote unique features and specialized services of the H-Net System;
      and

      Create industry awareness by implementing a public relations and
      marketing campaign along with establishing a relationship with the
      State of California and other states in an attempt to facilitate a
      long-term solution for the nation's energy needs.

We will be providing licenses to meter manufactures so that they incorporate
our H-Net technology into their electric meters. We will derive a small royalty
per meter sold with H-Net integrated inside. The true revenues for us are
through the reoccurring monthly service charges revenues of reading and
archiving the data from the meters in the field. Since we are the only ones
that can gather the data from the H-Net meters in the field, the more meters
out in the field the larger the reoccurring monthly service charge there is for
us.
<page>                                 7
Competition

     ITRON          Itron provides Automated Meter Reading systems and has
                    installed systems worldwide, with a total of over
                    15 million units. Itron provides "drive-by" automated
                    meter reading equipment.

     CELL-NET       Cell-Net providers fixed-network wireless Automated
                    Meter Reading  systems and has installed 6 systems,
                    with a total of over 2 million units, in Kansas City
                    (KCPL),Minneapolis (NSP), San Francisco (PG&E),
                    Indianapolis (IP&L), and Puget Sound Power.  Cell-Net
                    has technology alliances with the major electric
                    meter manufacturers. Schlumberger owns Cell-Net.

     SCHLUMBERGER   Schlumberger's Resource Management Systems Division has
                    deployed 38-meter reading systems, with a total
                    of .75 million units, which includes low-tech hand-held
                    meter reading devices.  Their Electric Meter Division
                    is in an alliance with their recent acquisition of
                    Cell-Net.

     HUNT           Hunt provides of power line carrier Automated Meter
                    Reading. Hunt has installed 200 systems, with a total
                    of 200 thousand units.  System capabilities include
                    substation switching. The market niche for Hunt
                    Technologies are Rural Electric Cooperatives.

     METRICOM       Metricom is a provider of wireless communication
                    networks with fixed-wireless networks are installed
                    in the San Francisco Bay Area, Seattle, Washington
                    D.C., and 10 universities.  Metricom and Whisper
                    Communications, Inc., in Sunnyvale, California,
                    have formed an alliance to provide Automated Meter
                    Reading systems.  Systems are installed at KN Energy
                    and Pacific Gas & Electric Company. Recently they
                    have also been acquired by Schlumberger.

Employees

We have four full time employees and a four person advisory board.  These
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.

Item 2. Description of Property

The Company's principal operation center is located at 24370 Avenue Tibbitts,
Suit 130, Valencia, California 91355.  This 1000 sq. ft. space is leased for
$1,245.00 per month.

With expansion of the H-Net Wireless Network it will be necessary to lease
additional office space in the future.
<page>                                 8
Item 3.   Legal Proceedings

On December 13, 1999 the Company and Southern Arizona Graphic Associates, Inc.
("Arizona Lithographers") settled a civil lawsuit filed on June 28, 1999 in the
Pima County, Arizona. The Company issued Arizona Lithographers 26,087 shares in
exchange for certain photographic rights and reprints. The case was dismissed
with prejudice on December 15, 1999.

On March 26, 1999, a civil case, brought by Clamar Capital Corp., was dismissed
by District Court of Arapahoe, State of Colorado against Conectisys Corp.

On March 5, 1999 the Company entered into an Amended Final Judgment of
Permanent Injunctive Relief with the Securities and Exchange Commission ("SEC")
in Securities and Exchange Commission v. Conectisys Corp. et al., Civil Case
number 96-4146 (MRP). The Company and the SEC agreed on a settlement in which
the Company would dismiss its then pending appeal and take a permanent
injunction that the company would not in the future violate sections 5(a),
5(c), 17(a) d, 10(b), 10(b-5), or 15(c); in return the SEC would not demand the
previously ordered disgorgement of  $175,000.00.

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

The 2001 annual stockholders meeting was held on May 30, 2001. Record holders
of the Common stock as of April 16, 2001 (the "Record Date") were entitled to
vote at the Meeting. As of the Record date, there were 25,796,938 shares of
Common Stock issued and outstanding. Holders of the Common Stock on the Record
Date were entitled to one vote for each share held as of the Record Date.  The
nominees for the Board of Directors were Robert Spigno, Lawrence Muirhead and
Melissa Weger. The nominees received 75.4% of the possible votes and were
retained as the current Board of Directors until the next annual meeting of
shareholders.

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

The Company is authorized to issue 250,000,000 shares of no par value Common
Stock.  As of January 11, 2002 the Company had 35,480,410 shares of Common
Stock issued.

ConectiSys Corporation's holders of Common Stock are each entitled to cast one
vote for each Share held of record on all matters presented to shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the
outstanding Common Stock can elect all directors. There are, however, 240,020
shares of Class A Preferred Stock, $1.00 par value, outstanding and up to One
(1) million shares are authorized that can be issued with super voting rights
of 100 to 1 (100 votes for each share of Class A Preferred Stock).

Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore
and, in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities.  The Board of Directors in not
obligated to declare a dividend and it is not anticipated that dividends will
be paid until the Company is in profit.

Holders of Shares of Common Stock will have full rights to vote on all matters
brought before shareholders for their approval. The holders of Common Stock
will have no conversion, preemptive or other subscription rights.
<page>                                 9
As of January 11,2002, there were over 3500 shareholders of record of the
Company's common stock.

Price Range Of Common Stock

Our Common Stock is listed on the electronic bulletin board under the symbol
"CNES".  The following table sets forth the range of high and low sales prices
for the Common Stock as reported by the electronic bulletin board for each
period since 1999 (calendar years):

            Year    Quarter          Avg. Close     High    Low
            1999
                    First Quarter      0.644       0.712   0.589
                    Second Quarter     0.434       0.455   0.406
                    Third Quarter      0.782       0.833   0.743
                    Fourth Quarter     0.688       0.748   0.631
            2000
                    First Quarter       1.70       1.85    1.619
                    Second Quarter     0.746       1.11    0.468
                    Third Quarter      0.579       0.624   0.546
                    Fourth Quarter     0.219       0.251   0.199
            2001
                    First Quarter      0.188       0.740   0.090
                    Second Quarter     0.243       0.380   0.140
                    Third Quarter      0.160       0.240   0.110
                    Fourth Quarter     0.123	   0.210   0.100

The Preferred Stock

The Company's Board of Directors is currently authorized to issue 50,000,000
shares of Preferred Stock; the Board of Directors has authorized the issuance
of 1,000,000 shares of Class A Preferred Stock with 100 to 1 voting rights.  At
the present time there is 240,020 shares of Class A Preferred Stock issued and
outstanding, all of which is owned by the CEO and President of the Company,
Robert A. Spigno.

Further the Board of Directors has authorized the issuance of 1,000,000 shares
of Class B Preferred Stock, which is convertible at any time at the rate of 10
shares of Common Stock for each share of Class B Preferred Stock. Such
Preferred Stock may have the effect of delaying or preventing a change in
control of the Company without further shareholder action and may adversely
affect the rights and powers, including voting rights, of the holders of Common
Stock.

Voting Rights

Holders of the Company's Common Stock are entitled to one vote per share for
each Common Share held of record by Company shareholders. Class A Preferred
stockholders are entitled to 100 votes per Share for each share of Class A
Preferred Stock.

Dividend Policy

The Company does not currently intend to declare or pay any dividends on its
Common Stock, except to the extent that such payment is consistent with the
Company's overall financial condition and plans for growth.  As the Company
obtains the projected profits, substantial dividends may be delivered to the
shareholders of record.  Any future determination to declare and pay dividends
will be at the discretion of the Company's Board of Directors and will be
dependent on the Company's financial condition, results of operations, cash
requirements, plans for expansion, legal limitations, contractual restrictions
and other factors deemed relevant by the Board of Directors.
<page>                                 10
Stock Issuances

In October 2000 through April 2001, the Company issued 250,000 common shares to
two consultants for investor relations services valued at $67,500.

In October 2000 and April 2001, the Company issued 229,388 restricted common
shares to a consultant for prior year's services of $19,200 and current year's
services of $22,080.

During the months of October 2000, April 2001, and July 2001, officers of the
Company were issued a total of 3,764,249 restricted common shares for accrued
compensation of $300,291 and current year's compensation of $160,927.

In November 2000, the Company issued 50,000 restricted common shares valued at
$20,000 to its outside accountant for services rendered.

In December 2000, the Company issued 10,000 shares of common stock to a
consultant for prior year's accrued services of $4,330.

In January 2001, a consultant exercised 400,000 common stock options at $0.085
each; the $34,000 in exercise proceeds were applied against an outstanding note
payable due the consultant.  In connection with this transaction, $52,000 of
additional paid-in capital (recorded as stock options exercisable) was
reclassified to common stock.

In January 2001, an investor purchased 1,000,000 shares of the Company's
restricted common stock for $75,000.

In January 2001, a note holder converted $75,000 principal value of debt for
300,000 restricted shares of the Company's common stock.

In March 2001, 45,500 shares of the Company's common stock were issued to
investors in a private placement for $3,787 in cash.  The shareholders also
received 45,500 common stock warrants, exercisable through March 3, 2003 at
$2.00 per share.

In April 2001, the Company issued 1,000,000 common stock warrants, along with
$300,000 principal value 8% convertible debt.  Of the $300,000 in proceeds,
$77,228 was allocated to the cost of the warrants, which are exercisable at
$0.192 per share over a four-year period.  The balance of the proceeds
($222,772) was allocated to the cost of the debt instrument.

In April 2001, the Company recognized the conversion benefit option on the
$300,000 principal value 8% convertible debt noted above.  The conversion
benefit option was recorded at its intrinsic value of $152,228, representing
the difference between the fair market value of the debt instrument ($375,000)
and the recorded initial cost ($222,772).  At the date of issuance, the
conversion benefit option was based on the conversion of the debt into
2,181,500 common shares.
<page>                                 11
In April 2001, the Company issued 50,000 restricted shares each (a total of
150,000 shares) as bonuses to a director and two consultants, valued at
$16,982.

In April 2001, the Company issued 50,000 restricted shares of the Company's
common stock to a consultant for services valued at $5,846.

In April 2001, the Company issued in aggregate 400,000 restricted shares of the
Company's common stock (100,000 shares each) to four members of its advisory
board for consulting services rendered totaling $46,772.

In June 2001 through September 2001, the Company issued 1,177,012 common shares
to a consultant for services totaling $232,683.

In September 2001, the Company issued the above consultant another 779,347
shares of the Company's common stock valued at $$88,300, of which $44,500
pertained to vendor payables advanced by the consultant, with the balance of
$43,800 being a retainer.  The consultant was also issued 2,000,000 common
stock options, exercisable at $0.13 each over four years and valued at
$115,000.

In September 2001, the Company recognized an additional conversion benefit
option of $2,799, corresponding to a 25% premium on $11,194 in accrued interest
on $300,000 principal value 8% convertible debt.

The Company believes the shares issued in these transactions did not involve a
public offering and were made in reliance upon an exemption from registration
provided by Regulation D and Section 4(2) of the Securities Act of 1933, as
amended.

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

The following is our plan of operation for the following 12 months.

We are in the process of the final development of an Automated Meter Reading
Network called H-Net. We have not begun to generate revenues, and the report of
our independent auditors on our financial statements as of September 30, 2001
and 1999 contains an explanatory paragraph which raises substantial doubt about
our ability to continue as a going concern. This going concern exception to the
auditors' report highlights our need to actively pursue new debt and/or equity
financing in order to continue operations and achieve our goals.

During the next 12 months, we expect to spend an estimated:

      $100,000 for the final hardware development and cost reduction of our H-
      Net product design;

      $500,000 for the initial beta testing and deployment of approximately
      1000 units and the operating network to manage them;

      An estimated $250,000 to secure the further large scale testing (1000
      units each)in various parts of the country;

      Approximately $500,000 to manage, operate, and implement these field
      tests; and

      An additional $2,000,000 to manufacture and delivery the test units to
      the field for testing deployment.
<page>                                 12
In conjunction with the deployment effort described above, H-Net will construct
its own networks, which will feed into our main Net Operating Center for
storage of the meter reading data from the field. The H-Net network will
require computer servers known as Base stations in each test area.

As we develop our business, we expect to employ a yet undetermined number of
additional people in accordance with our business plan. Additionally, we will
be seeking to be qualified as a Meter Data Management Agent through various
utilities in the State of California, as well as a Meter Service Provider.

We raised $300,000 in connection with the April 12, 2001 Convertible note
described below.

We have notes payable with balances of $695,564 as of September 30, 2001. The
notes bear interest at rates ranging between 10% to 18%, and are payable on
demand.

We have at times issued shares of our common stock to creditors in lieu of
monies, both principal and interest, owing to such creditors, and as
compensation for expenses incurred.

During April 2001, we issued a Convertible note in the amount of $300,000, and
received gross proceeds of $300,000. The note bears interest at the rate of 8%
and maybe converted into our shares of common stock at a rate of the lower of
80% of the average of the three (3) lowest closing prices of the common stock
during the thirty (30) days immediately preceding the (a) Subscription Date and
(b) conversion date.

If we are required to pay our outstanding notes before we have any additional
funding, we will not have sufficient working capital to fund our operations.
Consequently, we need and hope to raise additional funds in the amount of
$2,000,000 through a combination of additional funding through equity or debt
financings.

There can be no assurance, however, that such funds will be available. If we
are not successful in raising additional funds, we might be forced to delay,
scale back or eliminate certain product and service development programs or
cease operations altogether.

The April 2001 Convertible Note

On April 12, 2001, under the terms of a subscription agreement between Laurus
Master Fund, Ltd., and us, we sold an 8% convertible note with a face value of
$300,000. David Grin and Eugene Grin are the principals of Laurus Master Fund.
Its principal offices are located at c/o Onshore Corporate Services Ltd., P.O.
Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman
Islands.
<page>                                 13
The Terms Of The Notes Include:

      Maturity date of six (6) months from the date of issuance;

      Conversion price of the note in the principal amount of  $300,000 is the
      lower of: $.136 or 80% of the average of the three lowest closing bid
      prices for our common stock for the 30 trading days preceding the
      conversion date;

      Interest is payable on the notes at an annual rate of 8%; however, if we
      do not pay the principal or interest on the notes within 10 days of such
      amount becoming due, the interest rate will increase from 8% to 20%;

      The note holder has the right to convert the interest due under the note
      into shares of our common stock;

      If we are unable to issue the shares of common stock within five business
      days of when the note is convertible, then we must pay a late fee of $100
      per business day after the date when the converted note shares were
      required to have been issued, for each $10,000 in principal amount of the
      note being converted and, at the note holder's election, we must also pay
      to the note holder a sum of money determined by multiplying the principal
      of the notes not convertible as a result of such failure by 125%,
      together with accrued but unpaid interest on the notes; for example, if
      we do not issue shares of common stock, in a timely manner, upon a full
      conversion of the $300,000 note, we could be required to pay a penalty of
      $75,000;

      If we do not deliver the shares of common stock to the holder upon a note
      holder's conversion of the note, the note holder may purchase such number
      of shares in the open market, or otherwise, in order to satisfy a sale by
      the note holder; we will then be required to pay to the note holder the
      amount in cash by which the note holder's total purchase price of the
      shares exceeds the aggregate principal amount of the note, plus interest.
      For example, if the note holder purchases shares having a purchase price
      of $11,000 to cover shares to be sold with respect to an attempted
      conversion of $10,000 of principal and/or interest, we will be required
      to pay the note holder $1,000 plus interest;

      We may not refuse to honor a conversion of a note holder on the grounds
      that the note holder, or its affiliates or associates, violated the law,
      unless a court order preventing the conversion has been obtained, and we
      have posted a surety bond for the benefit of the note holder in the
      amount of 130% of the amount of the note;

      We may not pay off the note prior to the maturity date without the
      consent of the note holder;

      The note has adjustment provisions for standard dilution events including
      stock splits, stock dividends and similar transactions; and

      All principal and interest due on the outstanding April 12, 2001 note
      become immediately due and payable on October 12, 2001, or earlier in the
      event of a default.
<page>                                 14
Events Of Default Include:

      The registration statement, of which this prospectus is a part, is not
      declared effective on or before January 15, 2002;

      A breach by us of any material covenant or term or condition of the note;

      A breach by us of any material representation or warranty made in the
      Subscription Agreement, or in any agreements made in connection
      therewith;

      We make an assignment for the benefit of our creditors, or a receiver or
      trustee is appointed for us;

      Any form of bankruptcy or insolvency proceeding is instituted by or
      against us; and

      Our common stock is delisted from, or we do not comply with the
      conditions for listing on, a principal market.

The Warrant

      We issued a Warrant to purchase up to 1,000,000 shares of our common
      stock.

      The April 12, 2001 Warrant is exercisable at an exercise price equal to
      $.19 per share of our common stock.

      The Warrant has a term of four years, expiring April 11, 2005.

      The Warrant has adjustment provisions for standard dilution events
      including stock splits, stock dividends and similar transactions.

Registration Rights

Under the terms of the Subscription Agreement, we are required to file a
registration statement registering for resale at least 200% of the shares of
our common stock which would be issuable upon conversion of the note, and such
shares must be reserved and set aside solely for the benefit of the note
holder.

Limitation On The Investors' Ownership Of Our Shares

We cannot require the selling stockholder to convert the note, in full or in
part, into shares of our common stock, or exercise its Warrant, in full or in
part, if it would result in it owning more than 9.99% of all of our common
stock, as would be outstanding on that purchase date, conversion date or
exercise date, when aggregated with all other shares of common stock then owned
by the selling stockholder beneficially or deemed beneficially owned by such
selling stockholder, including shares of common stock into which such note is
convertible or into which such Warrant is exercisable, as determined in
accordance with Section 16 of the Exchange Act.

However, the selling stockholder may waive the conversion and/or exercise
limitations. Additionally, this restriction does not prevent the selling
stockholder from converting its note in whole or in part, or exercising its
warrant in whole or in part, and selling some of its holdings, and then
converting such note or exercising such warrant into additional shares. In this
manner, the selling stockholder could sell more than 9.99% of our common stock,
while never holding more than this limit.
<page>                                 15
Fund Manager's Fees

On April 12, 2001, at the closing of the sale of the Convertible note, we paid
the following fund manager's fees: $30,000, which is 10% of the aggregate
purchase amount of the note. This fund manager's fee was paid to Laurus Capital
Management, L.L.C., which is the fund manager of the investor. In addition, we
agreed to pay fund manager's fees of 10% of actual cash proceeds from the
exercise of the April 2001 warrant.

Failure to pay the fund manager's fees constitutes an event of default under
the note. This default would result in all principal and interest due on the
outstanding note becoming immediately due and payable.

Reasons For Our Accepting The Financing

At the time our Board of Directors approved the April 12, 2001 financing, these
were the most attractive terms for viable funding that we could find. We
carefully reviewed several different proposals before accepting funding from
the Investors.  The stock market's significant volatility over the preceding
months and lacking any other acceptable sources of funding, we accepted
the financing in spite of some of the potentially adverse effects of the
financing.

Dilution

As of January 11, 2002, we had issued and outstanding 35,480,410 shares of
common stock and had 50,000,000 shares of common stock reserved for possible
future issuances upon conversion of the note, Sale of Stock pursuant to the
Private Equity Credit Line Agreement, and the warrants issuable with respect to
the note and the Private Equity Credit Line Agreement. In addition, we have
reserved an aggregate of 19,159,359 shares of common stock for issuance
pursuant to warrants and options outstanding.

The existence of the note and Warrant issued to the selling stockholder
pursuant to the Subscription Agreement signed on April 12, 2001, may adversely
affect the terms on which we may obtain additional equity financing. Moreover,
the holders are likely to exercise their rights to acquire common stock at a
time when we would otherwise be able to obtain capital with more favorable
terms than we could obtain through the exercise of such securities.

Dilution Effects Of The Securities Underlying The Subscription Agreements

The following table represents the number of shares of our common stock
issuable upon conversion of the note issued and the percentage of our
outstanding shares such number of shares would represent, assuming the $300,000
note plus interest of $6,720 is fully converted, and assuming the purchase
price is 0%, 25%, 50% and 75% respectively, discounted from the current trading
price of our common stock. The conversion of note and/or exercise of warrant
may result in a change of control of Conectisys.
                                                              Percentage of
                     Conversion Price                       Company's Common
     Market Price   80% of Market Price)  Number of Shares       Stock
         $0.18          $.136 (1)             2,255,294           6.9%
         $0.16          $.128                 2,396,250           7.3%
         $0.12          $.096                 3,195,000           9.5%
         $0.08          $.064                 4,792,500          13.6%  (2)
         $0.04          $.032                 9,585,000          23.9%  (2)

1.   The conversion price is the lower of 80% of the average of the three (3)
     lowest closing prices of the common stock during the thirty (30) days
     immediately preceding the (a) Subscription Date and (b) conversion date.
     Any market price above $.17 would allow conversion price to be based upon
     the Subscription Date market price of  $.17, which is a $.136 conversion
     price.

2.   Even though the selling shareholder may not convert the note into more
     than 9.99% of the then outstanding common stock, the selling security
     holders can waive the 9.99% limitation and thus allowing the conversion
     of the note into common stock with no upper limit on the number of shares
     that may be issued.
<page>                                 16
Private Equity Credit Line Agreement

On May 1, 2001, we entered into a New Private Equity Credit Line Agreement with
a group of private investors ("Investors", see chart below) to provide
financing to the Company in an aggregate amount of $15.0 million through the
sale of restricted common stock for a period of thirty-six (36) months. This
New Agreement replaces the previous Agreement signed on February 1, 2001. The
new Agreement entitles us to sell restricted common stock with registration
rights, referred to as a  "Put". The amount of the Put may not exceed the
lesser of $500,000 or ten percent (10%) of the daily volume weighted average
price of the common stock for the twenty-two (22) Trading Days after the Put
date ("Valuation Period"), multiplied by the reported daily trading volume of
the common stock for each such day. Notwithstanding the maximum amount limits,
the minimum Put amount is $250,000. There must be at least 30 days between each
Put and seven (7) days since the last closing of Put. The Purchase Price per
Put share of common stock shall be based on the Average Daily Price (the daily
volume weighted average price of the common stock) on each separate Trading Day
during the Valuation Period.  The number of Put shares to be purchased by the
Investors shall be determined on a daily basis during each Valuation Period and
settled on two Closing Dates defined as the thirteenth (13th) Trading Day
following the Put date and the second Trading Day following the Valuation
Period. The sale price of the stock is 84% of each Average Daily Price during
the Valuation Period. If the daily volume of shares of common stock traded on
any Trading Day during the Valuation Period is fewer than 100,000 shares of
common stock ("Low Volume Day), the Investor shall not be required to purchase
the Put shares otherwise to be purchased for such Low Volume Day.  In such
case, one-twenty-second (1/22nd) of the Investment Amount shall be withdrawn
from the Investment Amount for each such Low Volume Day, the Valuation Period
will be extended one additional Trading Day for each such Low Volume Day and
the withdrawn Investment Amount shall be applied to the corresponding extended
day.  The maximum number of Low Volume Days for which such extensions shall be
permitted is five days.  The Investors may elect not to have such amount
withdrawn from the Investment Amount and instead purchase Put Shares
corresponding to any Low Volume Day.  We have 45 days after close of the Put
sale to file and have effective a registration statement in place for the Put
shares purchased.

Warrants - The investors are also entitled to purchase common stock from
us through Warrants. The investors have the right to purchase one (1) share
common stock for every $2.00 in common stock purchased pursuant to a Put by the
Company. The exercise price of the Warrants are equal to 120% of the lowest
closing bid price during the Valuation Period of the Put. The Warrants are
exercisable for four (4) years from the date of issuance.
<page>                                 17
The following chart discloses the principal(s) of the "Investors" in the
Private Equity Credit Line Agreement and the person(s) with investment and
dispositive power:

                                                        Investment/dispositive
          Investor                 Principal             Authority
      -------------------------  --------------       -------------------------
      Laurus Master Fund, Ltd.     Eugene Grin           Eugene Grin
                                   & David Grin          & David Grin

      The Keshet Fund, L.P.        Abraham Grin          John Clark

      Keshet L.P.                  Abraham Grin          John Clark

Laurus Master Fund, Ltd., Keshet Fund LP and Keshet LP are under common control
and all shares registered hereunder may be deemed to be beneficially owned by
such control person.

Results of Operations

Our net loss for the fiscal year ended September 30, 2001 decreased from the
fiscal year 2000. We realized a net loss of $2,154,567 for the fiscal year 2001
as compared to a net loss of $3,812,140 fiscal year 2000. This 43% reduction
was largely due to a reduction of $1,883,141 (from $3,662,561 in the fiscal
year 2000 to $1,779,420 in the fiscal year 2001) of general and administrative
expenses.  The greatest portion of the reduction (approximately 90%) occurred
in a decrease in the amount of common stock issued in connection with the
performance of various services to the Company. The Company reduced these
service costs by $1,683,899, from $2,371,689 in the fiscal year 2000 to
$687,790 in the fiscal year 2001. The losses in general are attributed to our
continued research and development associated with our H-Net Wireless Network,
marketing and general expenses.  We will over the next 12 months, rely on
additional funding through the sale of common stock. We had no revenue for the
fiscal years ending September 30, 2001 and 2000.

Our net losses will continue for through the fiscal year 2002 until the
acceptance of the H-Net product as a viable automated meter reading system.
However, due to our Private Equity Credit Line Agreement we will be able to
fund our future development of the H-Net product without issuing common stock
for services thus saving us substantial money.

Liquidity and Capital Resources

To date, we have been unable to generate any significant cash flows from our
business operations. As a result, we have funded our operations through
investor financing, including sales of common stock and the issuance and
exercise of warrants and options. During the fiscal year 2001 we raised a total
of $687,790 through these means. We also issued stock for services amounting to
$572,790. We have also used debt to fund our operations in the aggregate amount
of $386,399 for the fiscal year 2001. Until such time as we are able to
generate significant cash flow from operations through increased sales of our
products, we will be required to continue our reliance on investor financing
and debt to fund our operations. At fiscal year end 2001, cash and cash
equivalents totaled $6,111 with current liabilities consisting primarily of
accounts payable, accrued compensation, and short-term debt, exceeding current
assets for a working capital deficit of $1,249,799.
<page>                                 18
As of fiscal year end September 30, 2000, we had a working capital deficit of
$888,172 consisting of $192,234 in current assets and $1,080,406 in current
liabilities.  We had a working capital deficit of  $2,070,074 at fiscal year
end 1999.

We had total assets of $126,872 as of the fiscal year end September 30, 2001
and total liabilities of $1,304,710.  Shareholder deficit was $1,489,032 as
compared to a deficit of $869,868 at the fiscal year end 2000. We issued
8,605,496 shares of common stock for cash, reduction of debt and services
during the fiscal year ending September 30, 2001.

As of fiscal year ended September 30, 2001, we have no capital expenditure
obligations.

We can sell up to $500,000 worth of our common stock through the Private Equity
Credit Line Agreement we entered into on May 1, 2001. The maximum amount we can
sell is $15 million worth in the next 28 months.

We anticipate that that we will need $125,000 per month from now until the end
of this calendar year to complete the final development of the H-Net product.
We will then need additional funding as outlined above in the amount of  $3.25
million in 2002.

We used the net proceeds of the initial funding received from the April 12,
2001 convertible note as follows:

	     $ 50,000   H-Net Hardware Redesign for cost reduction
	     $ 25,000   H-Net Network Operating Center Upgrades
             $192,225   General Operating Expenses
             --------
             $267,225

Even with the Private Equity Credit Line Agreement for $15 million
there can be no assurance that the market for our stock will be such
that adequate funding will be available to us. The report of our
independent auditors on our financial statements for the years ended
September 30, 2001 and 2000 contains an explanatory paragraph, which
indicates that we have incurred losses and have a working capital
deficiency. This report raises substantial doubt about our ability to
continue as a going concern. This report is not viewed favorably by
analysts or investors and may make it more difficult for us to raise
additional debt or equity financing needed to run our business, and may
have a negative effect on the market for our common stock.

Cash Flows

We had a net loss for the fiscal year ended September 30, 2001 of
$2,154,567.  The cash used in operations toward this loss was $491,932.
The largest area of loss was the result of non-cash transactions to the
Company.  Services to the Company that were not paid with cash totaled
$687,790.  We issued 1,045,500 shares of stock restricted under Rule
144 for $78,787 and incurred approximately $300,000 in additional debt
to finance the operating losses for the fiscal year ended September 30,
2001.
<page>                                 19
Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the fiscal year ending September 30, 2001.  Further, inflation is not
expected to have any significant effect on future operations of the Company.

The Financial Accounting Standards Board (FASB) Impact
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.

Since the fair value is estimated at September 30, 2001, the amounts that will
actually be realized or paid at settlement of the instruments could be
significantly different.  The carrying amount of cash and cash equivalents is
assumed to be the fair value because of the liquidity of these instruments.
Accounts payable, accrued compensation, due to officer, other current
liabilities, and notes payable approximate fair value because of	 the
short maturity of these instruments.  Long-term debt is recorded at face value
because the principal amount is convertible into common stock.

Item 7.   Financial Statements

See pages F-1 through F-41 for this information.


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2001
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)

                                                            Page No.

INDEPENDENT AUDITORS' REPORT                                  F-1

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet                                    F-3
Consolidated Statements of Operations                         F-5
Consolidated Statements of Changes in
 Shareholders' Equity (Deficit)                               F-6
Consolidated Statements of Cash Flows                         F-12
Notes to Consolidated Financial Statements                    F-15

Financial statements are audited and included herein beginning on page
F-1 and are incorporated herein by this reference.

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

None.
<page>                                 20
PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons.

MANAGEMENT

	The officers and directors of the Company are as follows:

Name			       Age		 Position

Mr. Robert A. Spigno 		46		Chairman of the Board of Directors,
                                                and CEO

Mr. Lawrence Muirhead		41		Chief Technical Officer and Director

Ms.. Patricia A. Spigno		43		Chief Financial Officer, Treasurer
	             				And Secretary

Ms. Melissa Weger 		24		Corporate Administrator and Director

The term of office of each director of the Company ends at the next annual
meeting of the Company's stockholders or when such director's successor is
elected and qualifies. The next annual meeting of stockholders has not been set
for 2002.

The following is a brief description of the business background of the
directors/key employees of the Company.

Robert A. Spigno, Chairman of the Board of Directors & Chief Executive Officer

Mr. Spigno has been our Chief Executive Officer and Chairman of the Board since
August 1995.  Mr. Spigno brings over 25 years of experience in executive
management and majority ownership of several privately held companies. Mr.
Spigno was President of S.W. Carver Corp. (a commercial builder of residential
homes) for more than a decade.  He has been instrumental from concept to
profitability in each of his companies, and offers ConectiSys the vision needed
for the years ahead.

Lawrence P. Muirhead, Member of the Board of Directors and Chief Technology
Officer

Mr. Muirhead, with his background in the high tech engineering , and is the
inventor of H-Net. He has been with us for three years and he combines his
excellent record of academic achievement with 18 years of engineering and
research experience in the aerospace industry including over 13 years of
experience of work with TRW to help lead the Company in new product development
and deployment.

Melissa Weger, Member of the Board of Directors and Corporate Administrator

Ms. Weger was appointed as a Director in November 1999 and she was elected as a
Director by the shareholders on March 15, 2000. Ms. Weger has been a great
asset to the Company since her arrival in 1998 directly out school. Along with
her public relations responsibilities, Ms. Weger manages the daily office
activities of the Company.  Her efforts include the drafting and publishing of
the Company's press releases as well as responding to inquires of the our
shareholders.
<page>                                 21
Patricia A. Spigno, Chief Financial Officer, Secretary and Treasurer

Ms. Spigno has been an officer of the Company since 1995. She has served in
past as a Director until 1997. She brings 22 years experience in accounting and
asset management.  This multi-talented individual adds professional stability
and is the cornerstone of our corporate staff. She and her former husband,
Robert Spigno, our CEO, started S.W Carver Corp. together, where Ms. Spigno
served as the CFO and head of administration for over 10 years.

Committees of the Board of Directors

We have a Stock Option Committee, which currently is composed of Robert A.
Spigno, Lawrence Muirhead and Melissa Weger. The Committee reviews all option
grants under the Company's Non-Qualified Stock Option and Stock Bonus Plan.

We have an Advisory Committee to advise the Board of Directors, its executive
officers and its technical staff, from time to time on various industry-related
issues. Rodney Lighthipe heads the Advisory Committee.

Rodney W. Lighthipe

Mr. Lighthipe was formerly the Power Contracts Manager from 1974-1980 for
Southern California Edison in which he opened new transmission paths throughout
the Western United States and Canada for the purchase and sale of bulk
electrical power. He was also Research Manager from 1980-1987 and organized an
International Consortium of Companies for the design, construction and
operation of the world's largest Coal Gasification plant.

Mr. Lighthipe also served as the Director of Research from 1992-1996 for San
Diego Gas & Electric and was responsible for the development and deployment of
new technologies.  Major projects included the installation of photovoltaics in
remote areas and the launch of a "smart card" project employing residential
telephone systems. Mr. Lighthipe also acted as a Consulting Engineer in the
energy and telecommunications fields as well as serving two tours of duty in
Vietnam as a Lieutenant in the United States Navy.

The Advisory Committee presently consists of the following energy industry
experts:

Dr. Hugo Pomrehn

Dr. Pomrehn was nominated by former President Bush on June 28, 1992 to serve as
the Under Secretary of Energy, and was confirmed by the United States Senate
for that position on September 29, 1992. As Under Secretary to Admiral James
Watkins, Dr. Pomrehn was the third-ranking official at the U.S. Department of
Energy, which employed approximately 170,000 federal and contractor personnel
and had an annual budget of $20 billion. Dr. Pomrehn's professional career
covers a broad spectrum of energy and environmental technologies. He has been
engaged in engineering and management consulting in the energy and nuclear
fields for more than 30 years. He also was Vice President of the Bechtel
Corporation.
<page>                                 22
Aaron R. Sokol

Mr. Sokol is a Vice President at Deutsche Bank Alex Brown. Mr. Sokol's
responsibilities include providing innovative and customized solutions in order
to preserve and enhance one's wealth. He is also responsible for new business
development as well as global financial advisory services for existing and
prospective clients.

Mr. Sokol joined Deutsche Bank Alex Brown from Los Angeles-based Scudder Kemper
Investments, Inc. Mr. Sokol has also served as an Assistant Vice President at
First Chicago Capital Markets, Inc., and prior to that, worked in Corporate
Finance at Nations Bank Capital Markets, Inc. Mr. Sokol earned a J.D. from
Boston University School of Law and a M.B.A. in Finance and New Venture
Management from the University of Southern California.

Larry W. Siler

 Mr. Siler is currently Manager of Fuel Transportation for Edison Mission
 Energy in Chicago, Illinois. Mr. Siler was the Coal Supply Superintendent for
 Commonwealth Edison Company in Chicago from 1988 to 1999. From 1986 to 1988 he
 was a Management & Engineering Consultant in Austin, Texas. He also held
 positions as the Fuels Manager, Engineering Supervisor, Staff Engineer and
 Fuels Engineer for the Lower Colorado River Authority from 1973 to 1986. Mr.
 Siler graduated with a Bachelor of Science degree from the University of Texas
 at Austin in 1970.

Tod O'Connor

Mr. O'Connor acted as Director of Government Relations for two Edison
International Inc. subsidiaries, Southern California Edison RD&D Department and
Edison Technology Solutions from 1993 to 1999. He also worked with Pacific
Enterprises and its subsidiary, Southern California Gas Co. from 1989 to 1993,
and MARC Associates' Status Group in Washington DC, 1988-1989. He was a
Legislative Aide in the United States House of Representatives where he advised
House Speaker Thomas P. (Tip) O'Neill on pending legislation and proposed
federal regulations, as well as the Democratic Steering and Policy Committee
from 1980 to 1981. Mr. O'Connor is currently President of O'Connor Consulting
Services, Inc. in Woodland Hills, California. Mr. O'Connor has Masters of Law
degree in Labor Law from Georgetown University Law Center, Washington, DC, 1983
and a Juris Doctor from Suffolk University Law School in 1980.

The Advisory Board members each received 100,000 shares of restricted common
stock as compensation for their service.
<page>                                 23
Item 10. Executive Compensation

Compensation for services in all capacities rendered to the Company for the
fiscal years ending September 30, 2000, 2001 and with anticipated fiscal year
2002 compensation to all directors and officers, and as a total group as
follows:
<table>
                                                                                           Long Term Compensation
                                                                                  ----------------------------------------
                                            Annual Compensation                     Awards                 Payouts
                             ---------------------------------------------------  ------------- --------------------------
                                                                                   Securities
     Name and                Fiscal   Salary          Other Annual   Restricted    Underlying   LTIP       All Other
     Principal Position      Year     Cash      Bonus Compensation  Stock Awards    Options     Payouts   Compensation (1)
     -------------------     -------  --------- ----- ------------  ------------   ----------   -------   ----------------
     <C>                     <C>      <C>       <C>   <C>           <C>            <C>          <C>       <C>
     Robert A. Spigno,       2000     $160,000    -0-      -0-        $80,000                                $13,750
     CEO & Director          2001     $160,000    -0-      -0-        $80,000                     -0-            -0-
                             2002     $160,000    -0-      -0-        $80,000       6,453,634     -0-            -0-

     Rodney W. Lighthipe,    2000     $ 10,000    -0-      -0-          -0-                       -0-            -0-
     President               2001     $120,000    -0-      -0-          -0-                       -0-            -0-

     Patricia A. Spigno,     2000     $ 80,000    -0-      -0-        $40,000                     -0-        $13,750
     Secretary & Treasurer   2001     $ 80,000    -0-      -0-        $40,000                     -0-            -0-
                             2002     $ 80,000    -0-      -0-        $40,000         500,000     -0-            -0-

     Lawrence Muirhead,      2000     $150,000    -0-      -0-          -0-                       -0-            -0-
     CTO & Director          2001     $150,000    -0-      -0-          -0-                       -0-            -0-
                             2002     $150,000    -0-      -0-          -0-         2,000,000(2)  -0-            -0-

     Melissa Weger,Corp.     2000     $ 36,000    -0-      -0-          -0-                       -0-            -0-
     Administrator& Director 2001     $ 36,400    -0-      -0-         $5,290                     -0-            -0-
                             2002     $ 36,400    -0-      -0-          -0-           100,000     -0-            -0-

     All Executive Officers  2000     $436,400    -0-      -0-        $134,000                    -0-        $27,000
     and Directors as a      2001     $536,400    -0-      -0-        $125,290                    -0-            -0-
     group                   2002     $426,400    -0-      -0-        $120,000      9,053,634     -0-            -0-


(1) Represents compensation from the rental of office space to the Company in 2000.

(2) Lawrence Muirhead, of 2,000,000 common stock options exercisable at $0.50 per share and expiring December 31, 2002.
    These common stock options will not vest until certain milestones have been attained.
</table>
<page>                                 24
As of fiscal year 2001, the Directors of the Company do not receive
compensation for their services as directors but may be reimbursed for their
reasonable expenses for attending board meetings.

We have plans for profit sharing, insurance, and stock option plans for the
benefit of its officers, directors or other employees for fiscal year 2002, but
has not yet adopted any such programs.

In November 1999, we established a Non-Qualified Stock Option and Stock Bonus
Plan for independent consultants to the Company. The plan was amended in
September 2000 and in 2001.

In September 2001, the Amended Plan authorized the issuance of up to three (3)
million shares of common stock. In furtherance of the Amended Plan we filed an
S-8 Registration Statement on September 21, 2001. The purpose of the Amended
Plan is to further compensate independent consultants of the Company through
the granting of non-qualified stock options (as described in Sections 83 and
421 of the Internal Revenue Code).  Shares of stock covered by stock options
and stock bonuses consist of 3,000,000 shares of the common stock of the
Company. The principal vendor was Radio Design Group.

Employment Agreements

1. The CEO of the Company, Mr. Spigno, entered into an agreement dated October
2, 1995 (which was amended in July 24, 1996, August 11, 1997, September 1,
1999, and March 27, 2000) for a period of five years through April 1, 2005, and
he is entitled to receive a base salary of $160,000 per year.  He 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 our
restricted common stock.  He is also granted an option to purchase up to
2,000,000 shares of our restricted common stock at a price of $.3864 per share.

2.  The  former  President  of the  Company,  Mr.  Lighthipe,  entered into  an
agreement dated September 11, 2000 for an initial period of six months that has
been extended through September 30, 2001, and he is entitled to receive a  base
salary  of $120,000  per year.   Mr. Lighthipe  was issued  100,000 shares  of
restricted common stock as hiring  bonus. He shall further receive  performance
bonuses  (paid  in  restricted  common  stock)  upon  successful  completion of
specific milestones pertaining to  the implementation and deployment  of H-Net.
The  incentive  package  could  net  Mr.  Lighthipe  up  to  650,000  shares of
restricted common stock. He is also granted an option to purchase up to 100,000
shares  of  our  restricted  common  stock  at  a  price  $.38  per  share. Mr.
Lighthipe's employment contract has not extended as President, however, he will
continue to serve as head of the Company's Advisory Board.

3.  The Secretary and Treasurer of the Company, Ms. Spigno, entered into an
Agreement dated October 2, 1995 (which was amended July 24, 1996, September 1,
1999 and on March 27, 2000) for a period of five years through April 1, 2005,
and she is entitled to receive a base salary of $80,000 per year.  She 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 our restricted common stock.  She is also granted an option to purchase up
to 500,000 shares of our restricted common stock at a price of $.38 per share.
<page>                                 25
4.  The Chief Technical Officer of the Company, Mr. Muirhead, entered into an
Agreement dated August 1, 1998 for an initial term of three years, 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.  He shall receive a
hire-on bonus of $75,000 worth of our restricted common stock under rule 144,
at one-half market price.  Mr. Muirhead 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 our
restricted common stock at a price equal to 60% of the average market value for
the prior 180 days of trading from the date of purchase.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

PRINCIPAL SHAREHOLDERS


As of January 11, 2002, we had 35,480,410 outstanding shares of common stock.
Each common share entitles the holder to one vote on any matter submitted to
shareholders for approval.  We authorized 1,000,000 shares of Class A
Preferred Stock, $1.00 par value per share, of which 240,020 shares currently
are issued and outstanding.  Class A Preferred 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 common stock shares for each share Class B Preferred stock, of which there
is no stock outstanding.
<page>                                 26
The following table sets forth information, as of the date hereof with respect
to the beneficial ownership of shares of common stock by (i) each person known
by the Company to be owner of more than 5% of the outstanding shares of common
stock; (ii) the Laurus Master Fund; (iii) each director and officer; and (iv)
all officers and directors as a group.  The number and percentage of shares
beneficially owned is determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, and the information is not necessarily
indicative of beneficial ownership for any other purpose. The first column of
the following chart represents the total number of actual outstanding shares
owned by the named individual, including options and warrants exercisable
within 60 days of January 11, 2002. The second column titled "Portion
Represented by Options and Warrants" shows the portion of the column one figure
represented by options and warrants exercisable within 60 days of January 11,
2002.
<TABLE>
      Common Stock

                                    Total Beneficial       Percentage of
      Beneficial Owner              Ownership              Common Stock
      ---------------------         ----------------       -------------
      <C>                           <C>                    <C>
      Laurus Master Fund, Ltd.        3,205,883 (4)        4.3%
      C/o Onshore Corporate
      Services Ltd., P.O. Box
      1234 G.T., Queensgate
      House, South Church Street,
      Grand Cayman, Cayman Islands

      Security Ownership of
      Management
      Robert A. Spigno               31,438,210 (5)        42.1%
      Patricia A. Spigno              2,423,863            3.3%
      Lawrence P. Muirhead              971,393            1.3%
      Melissa Weger                     204,138            * %

      Total Directors and Officers
      as a whole                     35,037,604            46.9%

           *    Less than 1%.

          (1)   Unless otherwise indicated, the address of each beneficial owner is  24730 Avenue Tibbitts, Suite 130,
                Valencia, California 91355.

          (2)   Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or
                shares the power to vote or direct the voting of such security or the power to dispose or direct the
                disposition of such security. A person is also deemed to be a beneficial owner of any securities if that
                person has the right to acquire beneficial ownership within 60 days of the date hereof. Unless otherwise
                indicated by footnote, the named entities or individuals have sole voting and investment power with respect
                to the shares of common stock beneficially owned.

         (3)    David Grin is the fund manager of Laurus Master Fund, Ltd., and has investment control of Laurus Master Fund's
                shares.

         (4)    Represents shares of common stock issuable upon conversion of note by selling shareholder, at an assumed
                conversion price of $0.136 per share. Because the number of shares of common stock issuable upon conversion of
                the note is dependent in part upon the market price of the common stock prior to a conversion, the actual
                number of shares of common stock that will be issued upon conversion will fluctuate daily and cannot be
                determined at this time. In any event it will not be less then 2,205,883. Plus an additional 1,000,000
                pursuant to their Warrant rights.

         (5)    Mr. Spigno's owns 4,992,556 shares of Common Stock and 200,020 shares of Class A Preferred Stock, as well as
                on Option to purchase 1,443,654 shares of Common Stock; and an Option to Purchase 500,0000 shares of Class B
                Preferred Stock.

         (6) 500,000 shares of the 2,423,863 are represented by warrants.

         (7) 100,000 shares of the 204,138 shares are represented by warrants.
<page>                                 27 </table>

Shares Eligible For Future Sale

Prior to this Offering, 35,480,410 shares of common stock were outstanding.
Upon completion of the Offering, we will have outstanding 42,892,175 shares of
common stock. All of the shares of common stock sold in this Offering will be
freely tradeable without restriction or limitation under the Securities Act,
except any shares purchased by any of our "affiliates," as the term is defined
under the Securities Act. Of the remaining 35,480,410 shares, approximately
13,000,000 will be "restricted" shares within the meaning of Rule 144 adopted
under the Act (the "Restricted Shares"). The Restricted Shares outstanding on
the date hereof were issued and sold by us in a private transactions in
reliance upon exemptions from registration under the Securities Act and may
only be sold if they are registered under the Securities Act or unless an
exemption from registration, such as an exemption provided by Rule 144 under
the Securities Act, is available.

Generally, Rule 144 provides that a holder of restricted shares of an issuer
which maintains certain available public information, where such shares are
held for a minimum of one year or more, may sell in "brokers' transactions"
every three months the greater of: (a) an amount equal to one percent of our
outstanding shares (42,892,175 after giving effect to the Offering) or (b) an
amount equal to the average weekly volume of trading in such securities during
the preceding four calendar weeks prior to the sale.  A Form 144 must also be
filed with SEC notifying that agency of the shares being sold pursuant to Rule
144.  Persons who are not affiliates of the Company may sell shares
beneficially owned for at least two years at the time of the proposed sale
without regard to volume or manner of sale restrictions.

There are options outstanding to purchase 9,159,359 shares of restricted stock
and 1,000,000 shares of Class B Preferred Stock, which is convertible at a rate
of 10 to 1 into restricted common stock or 10,000,000 shares of restricted
common stock. We have a total of 19,159,359 in Options for restricted common
stock including the Options for Class B Preferred Stock.

There are 2,215,705 warrants to purchase one (1) share of restricted common
stock each at $2.00 per share; 506,500 are exercisable until November 1, 2003,
446,305 are exercisable until September 1, 2002, 605,750 are exercisable until
March 3, 2003, and the remainder 657,150 are exercisable until September 1,
2003.

Laurus Master Fund, Ltd. has 1,000,000 warrants to purchase one (1) share of
restricted common stock each at $0.192 per share exercisable until April 11,
2005.
<page>                                 28
A Consultant has an option to purchase 1,700,000 shares of common stock at
$.13 per share exercisable until September 1, 2005.

There are 1,000,000 shares of Class B Preferred Stock Options to purchase one
(1) share of Class B Preferred Stock, which is convertible to ten (10) shares
of restricted common stock, at a price of $5.00 per share of Class B Preferred
Stock or if converted $.50 per share of restricted common stock; These Options
are exercisable until November 1, 2004.

There are an additional 4,043,654 options to purchase one (1) share of
restricted common stock held by various Directors and Officers of the Company.
<page>                                 29
Option Grants

                              Options Granted in 2001
                                 Individual Grants
 -------------------------------------------------------------------------------
                      Number of       Percent of Total
                      Securities      Options Granted
                      Underlying      in Fiscal Year  Exercise Price  Expiration
Name                  Options Granted 2001 (%)        ($/Share)        Date
-------------------   --------------- --------------- --------------   --------

Robert A. Spigno      1,453,634           ---            $0.3864       12-2-05
                      5,000,000 (1)       ---            $0.50         11-1-02
                          9,980 (2)       ---            $1.00         12-1-01
Rodney W. Lighthipe     100,000           ---            $0.38         3-11-02
Patricia Spigno         500,000           ---            $0.38         12-2-05
Melissa Weger           100,000           ---            $0.38        12-31-02

     1.    Option to Purchase 500,000 shares of Class B Preferred Stock
           convertible to 5,000,000 shares of Common Stock.
     2.    Option to Purchase 9,980 shares of Class A preferred Stock
<page>                                 30
Option Exercises and Holdings

The following table provides summary information concerning the shares of
common stock represented by outstanding stock options and warrants held by
our executive officers as of September 30, 2001.
<table>
                                                                        Year-End Option Values
                                 -----------------------------------------------------------------------------------------------
                                              Number of Securities Underlying
                                                                                                   Value of Unexercised ($)
                                Shares                               Unexercised Options             In-the-Money Options
                                Acquired on     Value                September 30, 2001             September 30, 2001 (1)
     Name                       Exercise (#)    Realized ($)   Exercisable(#) Unexercisable(#)  Exercisable($)  Unexercisable($)
     ---------------------      ------------    ------------   -------------- ----------------  --------------  ----------------
     <C>                        <C>             <C>            <C>            <C>               <C>             <C>
     Robert A. Spigno              ---             ---          6,453,634          ---               ---             ---
     Rodney W. Lighthipe           ---             ---            100,000          ---               ---             ---
     Patricia Spigno               ---             ---            500,000          ---               ---             ---
     Melissa Weger                 ---             ---            100,000          ---               ---             ---
     Lawrence Muirhead             ---             ---              ---          2,000,000           ---             ---

          1.    The value of the unexercised  "in-the-money" options and warrants is based on the fair market value of $.38
                per share as of September 30, 2001 minus the exercise price, multiplied by the numbers of shares underlying
                the option or warrant, as the case may be.
<page>                                 31 </table>
Item 12.  Certain Relationships and Related Transactions

At September 30, 2000, the Company's CEO had made cumulative advances to the
Company of $75,000.  On October 1, 2000, these advances were rolled into a
revolving promissory note, due on demand, at an annual interest rate of 18%.
During the year ended September 30, 2001, additional advances were made in the
amount of $20,000 and note repayments totaled $50,000.  Accrued interest was
determined to be $11,880, bringing the loan balance at September 30, 2001 to
$56,880.  A new promissory note agreement for this amount was drawn up at the
close of business on September 30, 2001, expiring September 1, 2002.  Interest
expense (at 10%) on advances made to the Company by the CEO for the year ended
September 30, 2000 amounted to $21,766, including $10,583 associated with the
assumption of a promissory note due S.W. Carver, which was paid-off in May
2000.

The Company's Secretary/Treasurer advanced the Company approximately $61,945
during the year ended September 30, 2001, under a separate revolving promissory
note agreement effective October 1, 2000.  The note is a demand note, which
accrues interest at an annual rate of 18%.  Total repayments of the note
amounted to $40,681.  Accrued interest was $4,610 during the year ended
September 30, 2001, bringing the loan balance at year-end to $25,874.  A new
promissory note agreement for this amount was drawn up at the close of business
on September 30, 2001, expiring September 1, 2002.  The Secretary/Treasurer
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.

The total amount due both officers at September 30, 2001 was $101,209.

The Company previously leased office space from S.W. Carver Corporation, a
company owned by Robert A. Spigno (President and CEO of the Company) and
Patricia A. Spigno (Secretary and Treasurer of the Company).  The lease was for
a period of twelve months, renewable annually each April at the option of the
lessee.  Effective April 1998, the monthly rent was increased from $2,000 to
$2,500. The lease was terminated in September 2000. Lease expense for the
fiscal year ending September 30, 2000 and the ten-month period ended September
30, 1999 was $27,500 and $25,000, respectively.

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

	Financial Data Schedule 	Financial Statements

(b)  Since October 1, 2000 the Registrant filed the following current reports
on Form 8-K:

	None.
<page>                                 32
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: January 11, 2002			     By  /S/ Robert A. Spigno
                                                 Robert A. Spigno, CEO


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

Signature               Title                                       Date

/s/Robert A. Spigno
Robert A. Spigno        Chairman & Chief Executive Officer     January 11, 2002

/s/Lawrence Muirhead
Lawrence Muirhead       Chief Technical Officer                January 11, 2002

/s/Melissa Weger
Melissa Weger           Director                               January 11, 2002

/s/Patricia A. Spigno
Patricia A. Spigno      Chief Financial Officer, Secretary,    January 11, 2002
                        Treasurer & Controller
<page>                                 33
</pre>