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<p align=center>U.S. SECURITIES AND EXCHANGE COMMISSION
<p align=center>Washington D.C.  20549
<p align=center>FORM 10-KSBA
</p>
<pre>
(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, 1999.

[ ] 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: $25,655.00.


The aggregate number of shares of the voting stock held by non-affiliates
on January 13, 2000 was 9,550,756.  The market value of these shares,
computed by reference to the market closing price on December 31, 1999
was $4,469,754.  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 13, 2000 was 15,609,888.

PART I

Item 1.     Description of Business

General

Conectisys Corporation (the "Company") was incorporated on February 3,
1986, in Colorado. It is a commercial telecommunications company in the
development stage. Conectisys is the parent company of three subsidiaries
and a division. The subsidiaries are TechniLink Technology Manufacturing,
Inc., Primelink, Inc., and United Telemetry Co., Inc. The lone division
is eEnergyServices.com. During the current fiscal year the Company
intends to consolidate Primelink, Inc. and United Telemetry Co., Inc.
with all operations being conducted under United Telemetry Co., Inc. The
Company further intends incorporate eEnergyServices.com and consolidate
the operations of TechniLink Technology Manufacturing, Inc. and
eEnergyServices.com. The Company believes this will streamline operations
and allow for further delineation of its intra-company operational tasks
and better public understanding of the Company.

Business and Products of Conectisys

Conectisys and its subsidiaries have developed systems and products for
the wireless telemetry markets. Conectisys is focused on several specific
communication technologies.

Conectisys is developing a low-cost AMR solution for both residential and
industrial markets.   The product is called HNet and will be marketed by
United Telemetry Company (UTC).  HNet utilizes a proprietary
communication protocol for bi-directional communication using a wireless
radio network.  This technology enables the company to deliver a low-cost
wireless network, which is inexpensive to deploy and operate.  This
technology may also be utilized for other remote data acquisition and/or
control applications, where traditional communication is not available
because of cost.

The Conectisys network architecture includes a second component, the
"Network Operating Center" or NOC.  The HNet wireless network AMR data
will be transmitted to the "Network Operating Center".  The NOC is a
state of the art operating center built to support, one million wireless
meter reading devices four times an hour, twenty four hours a day. The
HNet Network will be deployed with several up-link capabilities
including ISM band or satellite.

Through the NOC, the company will offer a full array of value added
services to the utility distribution industry in addition to the AMR
meter data. These services will include energy management, data archiving
and e-commerce systems, which allows an end-user real-time data, for
evaluation and cost analysis via the Internet using standard web
browsers.  eEnergyServices.com will provide the accounting and financial
transaction services.  Energy suppliers, energy brokers and  energy
service providers along with energy consumers are the potential customers
for these services.

There is currently no dominant AMR technology in the market, today.  The
company believes that UTC and eEnergyServices.com wireless network model
presents an effective, low-cost, total solution for the AMR market.

The Company's much-awaited deployment of the HNet Automatic Meter
Reading (AMR) technology will be introduced through the HNet pilot
demonstration which is expected to be deployed, and operational by the
first quarter 2000. The pilot will demonstrate the acquisition of real
time data from the HNet system, process this data to show power usage
and cost, prepare simulated bills and real-time power usage summaries
suitable for power purchasing with the facts.

Conectisys, through UTC/Primelink Inc, has also developed a wireless
network for automatic meter reading (AMR) for industrial markets
utilizing paging technology.  The company has just recently begun to
begin marketing the UTC/Primelink technology at this time.


Proprietary Information

The Company relies on proprietary knowledge and employs various methods
to protect its trade secrets, concepts, ideas and designs.  The Company
has filed for patent protection on the HNet product line. 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 January 13, 2000, the Company and its subsidiaries employed six
full time employees, of whom three are officers of Conectisys.

Item 2. Description of Property

The Company's principal operation center is located at 24370 Avenue
Tibbitts, Suit 130, and Valencia, California 91355.  This 1000 sq. ft.
space is leased  for $1,244.50 per month.

Additional office space is located at 7260 Spigno Place, Agua Dulce,
California 91350. This space is leased from a related party.  The lease
is for executive office space (1090 Square feet) and office equipment.
The lease payment is $2,500 per month. There are no current plans to
lease any additional office space.

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 the District Court of Arapahoe, State of Colorado
dismissed the civil case against Conectisys Corp. brought by Clamar
Capital Corporation.

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

An annual stockholders meeting was not held during the fiscal year ending
September 30, 1999. The Company has planed an Annual Meeting for March
2000.

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.  The following table indicates the
range of high, low  & closing information for the common stock for each
fiscal quarter in 1999.

Quarter ending		High 		 Low 		Close

September 30,1999	$.760		$.700		$.750
August 31, 1999		$.900		$.800		$.800
May 31, 1999		$.470		$.470		$.470
February 28,1999	$.625		$.625		$.625

As of January 13, 2000, there were over 600 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 the company's
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

Loss on operations for the Company for the year ended 1998 was $4,928,682
as compared to a loss of $1,323,831 in fiscal 1999. This is approximately
a 73% decrease in losses from the prior year in the same period.  The
Company, over the next 12 months will rely primarily on funding through
the sale of common stock or loans collateralized through common stock and
revenues generated from the initial HNet product and services
deployment.  Revenue in fiscal 1999 was $25,655 as compared to $0 in year
ended November 30, 1998.  Development of HNet products will be ongoing
throughout the year with some expected purchase of significant equipment
in addition to an increase in the number of employees.

Liquidity and Capital Resources

As of September 30, 1999, the Company had a working capital deficit of
$2,070,784, consisting of $34,004 in current assets and $2,104,078 in
current liabilities.  The Company had a working capital deficit of
$1,290,005 at year ended November 30, 1998.   The Company has incurred
operating losses in its development stage.

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

The Company had total assets of $169,076 as of September 30, 1999, and
total liabilities of $2,104,078.  Shareholder deficit is $1,935,002 as
compared to $762,646 shareholder deficit as of November 30, 1998.

Cash Flows

The Company had a net loss for the year ended September 30, 1999, of
$1,323,831.  The cash used in operations toward this loss was $84,742.
The Company also had write offs to intangible assets of 283,133 and
depreciation and amortization expenses of $121,413 (approximately 31% of
the total net loss).

Effect of Inflation

Inflation did not have any significant effect on the operations of the
Company during the fiscal year ending September 30, 1999.  Further,
inflation is not expected to have any significant effect on future
operations of the Company.

Y2K Compliance

The Company experienced no adverse effects and could not identify any
system failures during the "Y2K" transition. The "Y2K" problem did not
pose any operational problems for the Company's computer systems.
However, the Company will continue to monitor the situation.



The Financial Accounting Standards Board (FASB) Impact

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.

Item 7.   Financial Statements

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


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

None.



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:

Name                    Capacity                Remuneration
                                                Common Stock
Robert A. Spigno       CEO/President/COB        350,000 (1)
Lawrence P. Muirhead   CTO/Director              10,000(1998)
Melissa Weger          Corp. Administrator	      0
                                /Director

1.Mr. Spigno received 260,000 shares in 1999 and 90,000 shares in
1998.

On November 15, 1999 Richard Dowler was removed from the Board of
Directors and Melissa Weger was appointed to fill his vacancy.

Item 10. Executive Compensation

Remuneration

Cash remuneration for services in all capacities rendered to the Company
ended September 30, 1999 to all officers as a group was as follows:

                                                    Cash or cash equivalent
Name                          Capacity              forms of remuneration

Robert A. Spigno              CEO/President          $200,000.00
Patricia A. Spigno            Secretary/Treasurer    $100,000.00
Lawrence P. Muirhead          CTO                    $125,000.00 (1)
Melissa Weger                 Corp. Administrator    $ 30,333.00

(1)	Mr. Muirhead's Employment Agreement was retroactive to August 1,
1998 and as such $50,000.00 in accrued compensation was not
reflected in the Company's financials until fiscal year 1999.

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 1999, 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 no shares were granted under this program
in 1998.

In November 1999, the Company established a Non-Qualified Stock Option
and Stock Bonus Plan for independent consultants to the Company. The Plan
authorized the issuance of up to one (1) million shares of common stock.
In furtherance of the Plan the Company filed an S-8 Registration
Statement in December 1999.Pursuant to the Plan the Company has issued
616,087 shares of common stock under the Plan; 116,087 for services and
500,000 for retainers for services.

Stock

Robert A. Spigno, Patricia A. Spigno and Melissa Weger were respectively
granted 539,539, 139,700 and 44,981 shares of stock restricted under rule
144.  This stock was for services in all capacities rendered to the
Company during the fiscal year ending September 30, 1999.  Mr. Muirhead
was not granted stock during the fiscal year.

Stock Options
As of January 13, 2000:

<u>Common Stock</u>
                    No. Of Options        Exercise Price       Duration

Robert A. Spigno     3,500,000             $.15 - $.50        10-36 months
Lawrence Muirhead(1) 2,000,000             $.50                  36 months
Patricia Spigno        500,000            (60% of Mkt.)          52 months
Melissa Weger          100,000            (50% of Mkt.)          32 months

<u>Class A Preferred Stock</u>

Robert A. Spigno        29,980             $1.00                 18 months

<u>Class B Preferred Stock</u>

Robert A. Spigno       500,000             $5.00                 36 months

(1) Options do not vest until completion and deployment of a 30-unit
pilot of the HNet system.


Employment Agreements

1. The President and CEO of the Company entered into an agreement dated
October 2, 1995 (which was amended September 1, 1997 and September
1, 1999) for a period of five years, and he is entitled to receive a
base salary of $160,000 per year.  The employee shall further
receive a bonus, paid at year-end, equal to 50% of the employee's
salary, for continued employment.  The staying bonus will be
compensated for with the Company's restricted common stock.  He is
also granted an option to purchase up to 2,000,000 shares of the
Company's restricted common stock at a price equal to 50% of the
average market value for the prior 30 days of trading from the date
of purchase.

2. The Secretary and Treasurer of the Company entered into an Agreement
dated October 2, 1995 (which was amended September 1, 1997 and
September 1, 1999) for a period of three years, and she is entitled
to receive a base salary of $80,000 per year.  The employee shall
further receive a bonus, paid at year-end, equal to 50% of the
employee's salary, for continued employment.  The staying bonus
shall be compensated for with the Company's restricted common stock.
She is also granted an option to purchase up to 500,000 shares of
the Company's restricted common stock at a price equal to 60% of the
average market value for the prior 180 days of trading from the date
of purchase.

3.  The Chief Technical Officer of the Company 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.  The employee shall receive a hire-on bonus of
$75,000 worth of the Company's restricted common stock under rule
144, at one-half market price.  The employee shall further receive
performance bonuses (paid in restricted common stock, as above) upon
successful completion of specific milestones pertaining to the
implementation and deployment of certain software (up to $862,500).
If substantially all performance milestones are met, he is also
granted an option to purchase up to 500,000 shares of the Company's
restricted common stock at a price equal to 60% of the average
market value for the prior 180 days of trading from the date of
purchase.

4.  The Chief Financial Officer of the Company entered into an agreement
dated October 2, 1995 (which was amended September 1, 1997) for a
period of three years, and he is entitled to receive a base salary
of $80,000 per year and an annual bonus of 2% of the Company's
pretax income.  The employee shall further receive a bonus, paid at
year-end, equal to 50% of the employee's salary, for continued
employment.  The staying bonus shall be compensated for with the
Company's restricted common stock.  He is also granted an option to
purchase up to 500,000 shares of the Company's restricted common
stock at a price equal to 50% of the average market value at the
date of purchase. Effective February 1999, he resigned from the
Company.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

As of January 13, 2000, the Company had 15,609,888 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 100,000 shares currently are issued and outstanding.
Preferred Class A stock has 100 to 1 voting rights of which 120,020 are
outstanding.  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 to 1 share Class B Preferred stock of
which there no stock outstanding.

On September 30, 1999 the Company issued options for 1,000,000 shares of
Class B Preferred Stock ($.10 each) in exchange for debt reduction of
$50,000 each (a total of $100,000) to a note holder and the Company's
president. The options carry an exercise price of $5.00 per share with an
expiration date of November 1, 2002.

On November 1, 1999 the Company issued warrants to purchase 506,500
shares of common stock at an exercise price of $2.00 per share with an
expiration date of November 1, 2001.

Beneficial Owners             Number of         Percentage
Owning                        Shares            of common Stock
5% or more

Pacific Trade Services        1,650,000         10.5%
Braemar Management            1,500,000          9.6%
S.W. Carver Corp.             1,034,003          6.6%
Carl Attman                     753,739          4.8%

Security ownership of
Management

Robert A. Spigno  (1)           740,347          4.7%
Patricia A. Spigno(2)           201,062          1.3%
Lawrence P. Muirhead            135,000          0.8%
Melissa Weger                    44,981          0.3%

Total Directors and           1,121,390          7.2%
Officers as a whole


Class A Preferred Stock       Number of         Percentage
                              Shares            of Class A
                                                Preferred
Robert A. Spigno              120,020           100%


1.  Does not include 201,062 shares owned by Patricia A. Spigno (spouse)
or 1,034,003 shares owned by S.W. Carver Corp. S.W. Carver Corp. is
a privately owned corporation owned by Robert A. Spigno and Patricia
A. Spigno.

2.  Does not include 757,839 shares owned by Robert A. Spigno (spouse)
or 1,034,003 shares owned by S.W. Carver Corp. S.W. Carver Corp. is
a privately owned corporation owned by Robert A. Spigno and Patricia
A. Spigno.

Item 12.  Certain Relationships and Related Transactions

In February 1996, the Company entered into an office space and office
equipment lease agreement with S. W. Carver Corp. S.W. Carver  is a
privately owned corporation owned by Robert A. Spigno and Patricia A.
Spigno, the CEO and CFO, respectively, of Conectisys.  The initial term
of this lease was for 11 months at a rate of $2,000 per month.  The lease
is for a period of twelve months, renewable annually in April at the
option of the lessee.

In April, 1998, the monthly lease payment was increased from $2,000 to
$2,500.  Lease expense for the year ended December 31, 1999 was
$30,000.00.

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

	Financial Data Schedule
	Financial Statements

(b)  Since December 1, 1999 the Registrant filed the following current
reports on Form 8-K:

	November 24, 1999 & October 18, 1999

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 13, 2000                     By /S/ Robert A. Spigno
                                           Robert A. Spigno, President



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	Chairman of the Board,	  January 13, 2000
(Robert A. Spigno)	Chief Executive Officer,
                        President and Director

<hr>

CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                            Page No.

INDEPENDENT AUDITORS' REPORT                               	 1-2

CONSOLIDATED FINANCIAL STATEMENTS

	Consolidated Balance Sheet                               3-4

	Consolidated Statements of Operations			   5

	Consolidated Statements of Changes in
 	Shareholders' Equity (Deficit)				 6-9

	Consolidated Statements of Cash Flows			10-12

	Notes to Consolidated Financial Statements		13-33




INDEPENDENT AUDITORS' REPORT




Board of Directors
Conectisys Corporation and Subsidiaries
Agua Dulce, California



We have audited the accompanying consolidated balance sheet of Conectisys
Corporation and Subsidiaries (a development stage company) (the "Company")
as of September 30, 1999, and the related consolidated statements of
operations, changes in shareholders' equity (deficit), and cash flows for
the ten month period then ended, the year ended November 30, 1998, and the
cumulative period from December 1, 1990 (inception of development stage)
through September 30, 1999, except that the financial statements as of and
for the period ended November 30, 1997 were audited by other auditors, whose
report dated March 6, 1998 has been furnished to us, expressing a going
concern uncertainty.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatements.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Conectisys Corporation and Subsidiaries as of September 30,
1999, and the results of their operations and their cash flows for the ten
month period then ended, the year ended November 30, 1998, and the
cumulative period from December 1, 1990 (inception of development stage)
through September 30, 1999, in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has suffered recurring
losses from operations and has a deficiency in working capital at September
30, 1999 that raise substantial doubt about its ability to continue as a
going concern.  Management's plans concerning these matters are also
described in Note 1.  The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.




                                         Hurley & Company


Granada Hills, California
December 30, 1999

<hr>

CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED BALANCE SHEET
September 30, 1999

ASSETS

Current assets:
Cash and cash equivalents                       $    27,004
    Deposits                                          7,000
                                                 -----------
Total current assets                                 34,004

Property and equipment, net                          95,072

Other assets
Licenses and technology, net of
  accumulated amortization of
  $381,478                                           40,000
                                                  -----------

     Total assets                               $   169,076
                                                  ===========


The accompanying notes are an integral part of these consolidated
financial statements.


CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED BALANCE SHEET
September 30, 1999


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Notes payable and
    current portion of long-term debt                $    626,934
  Accounts payable                                        262,341
  Accrued compensation                                    887,383
  Due to officer                                          133,195
  Other current liabilities                               194,225
                                                     ------------
Total current liabilities                               2,104,078

Long-term debt, net of current portion                        -

Commitments and contingencies                                 -

SHAREHOLDERS' EQUITY (DEFICIT):

Preferred stock - Class A, $1.00 par value;
  1,000,000 shares authorized, 120,020
  shares issued and outstanding                           120,020
Convertible preferred stock - Class B,
  $1.00 par value; 1,000,000 shares
  authorized, -0- shares issued and
  outstanding                                                 -
Common stock, no par value; 250,000,000
  shares authorized, 13,988,362
  shares issued and outstanding                        12,299,702
Stock options exercisable, convertible preferred
  stock - Class B, 1,000,000 stock options
  issued and outstanding, common stock -
  600,000 stock options issued and outstanding            250,000
Deficit accumulated during the development stage      (14,604,724)
                                                      ------------
Total shareholders' deficit                            (1,935,002)
                                                      ------------
Total liabilities and
 shareholders' deficit                                 $  169,076
                                                      ============

The accompanying notes are an integral part of these consolidated
financial statements.



CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Ten Months Ended September 30, 1999,
the Year Ended November 30, 1998, and the Cumulative Period
From December 1, 1990 (Inception) Through September 30, 1999


                            Ten Months                 Dec. 1, 1990
                               Ended     Year Ended    (Inception)
                          September 30,  November 30,      Through
                               1999          1998     Sept. 30, 1999
                           -----------   -----------  --------------
Net revenues               $    25,655   $       -    $      517,460

Cost of sales                   94,434           -           419,325
                           -----------   -----------  --------------
Gross profit (loss)            (68,779)          -            98,135

Operating expenses:
 General and administrative    928,186     4,198,154       9,958,492
 Bad debt write-offs               -             -         1,680,522
                           -----------   -----------  --------------
Loss from operations          (996,965)   (4,198,154)    (11,540,879)

Settled damages                 25,000           -            25,000

Interest income                    227         1,640         102,915

Interest expense               (68,960)      (40,664)       (876,657)

Write-off of
 intangible assets            (283,133)     (632,257)     (1,299,861)

Minority interest                  -         (59,247)         62,500
                           -----------   -----------  --------------
Net loss                   $(1,323,831)  $(4,928,682) $  (13,526,982)
                           ===========   ===========  ==============

Weighted average shares
 outstanding -
 basic and diluted          12,244,646     8,891,629

Net loss per share -
 basic and diluted         $      (.11)  $      (.55)
                            ===========   ===========

The accompanying notes are an integral part of these consolidated
financial statements.



CONECTISYS CORORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period December 1, 1990 (Inception) Through September 30, 1999

                                                             Common      Deficit
                                                                                and    Accumulated      Total
                                  Preferred Stock         Common Stock        Pref. B   During the  Shareholders'
                                     Class A              No Par Value         Stock    Development     Equity
                                  Shares    Value       Shares       Value    Options       Stage      (Deficit)
                               ---------   ----------  ---------- ----------- -------- ------------ ------------
Balance,
 December 1, 1990
(re-entry
  development stage)                 -     $      -        10,609 $ 1,042,140 $    -   $ (1,042,140) $       -

Shares issued in exchange for:
 Cash, May 31, 1993                  -            -         1,000       1,000      -            -          1,000
 Capital contribution,
  May 31, 1993                       -            -         2,000         515      -            -            515
 Services, March 26, 1993            -            -         2,000         500      -            -            500
 Services, March 26, 1993            -            -         1,200         600      -            -            600
Net loss for the year                -            -           -           -        -         (5,459)      (5,459)
                               ---------   ----------  ---------- ----------- -------- ------------  -----------
Balance,
 November 30, 1993                   -            -        16,809   1,044,755      -     (1,047,599)      (2,844)

Shares issued in exchange for:
 Services, May 1, 1994               -            -         2,400       3,000      -            -          3,000
 Cash, September 1, 1994             -            -        17,771      23,655      -            -         23,655
 Services, September 15, 1994        -            -         8,700      11,614      -            -         11,614
 Cash, September 26, 1994            -            -         3,000      15,000      -            -         15,000
 Cash, October 6, 1994            16,345       16,345         -           -        -            -         16,345
 Cash, September and October,
  1994                               -            -         1,320      33,000      -            -         33,000
loss for the year                    -            -           -           -        -        (32,544)     (32,544)
                               ---------   ---------- ----------- ----------- -------- ------------  ------------
Balance,
 November 30, 1994                16,345       16,345      50,000   1,131,024      -     (1,080,143)      67,226


The accompanying notes are an integral part of these consolidated financial statements.


CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period December 1, 1990 (Inception) Through September 30, 1999
                                                                              Common     Deficit
                                                                                and     Accumulated      Total
                                  Preferred Stock         Common Stock        Pref. B   During the  Shareholders'
                                     Class A              No Par Value         Stock    Development     Equity
                                  Shares    Value       Shares       Value    Options       Stage      (Deficit)
                               ---------   ----------  ---------- ----------- -------- ------------ ------------
Shares issued in exchange for:
 Cash, February 13, 1995             -     $      -         1,160 $   232,000 $    -   $        -   $    232,000
 Debt repayment, February 13,
  1995                               -            -         2,040     408,000      -            -        408,000
 Debt repayment, February 20,
  1995                               -            -         4,778     477,810      -            -        477,810
 Acquisition of assets, CIPI
  February, 1995                     -            -        28,750   1,950,000      -            -      1,950,000
 Acquisition of assets, April 5,
  1995                               -            -        15,000         -        -            -            -
 Cash and services, April and
  May 1995                           -            -        16,000     800,000      -            -        800,000
 Cash, June 1, 1995                  -            -           500      30,000      -            -         30,000
 Acquisition of assets and
  services, September 26, 1995       -            -         4,000     200,000      -            -        200,000
 Cash, September 28, 1995            -            -            41       3,000      -            -          3,000
 Acquisition of assets,
  September 1995                     -            -        35,000   1,750,000      -            -       1750,000
 Return of assets, CIPI
  September, 1995                    -            -       (27,700) (1,950,000)     -            -     (1,950,000)
Net loss for the year                -            -           -           -        -     (2,293,867)  (2,293,867)
                               ---------  ----------- ----------- ----------- -------- ------------ ------------
Balance,
 November 30, 1995                16,345       16,345     129,569   5,031,834      -     (3,374,010)   1,674,169

Shares issued in exchange for:
 Cash, February, 1996                -            -         1,389     152,779      -            -        152,779
 Debt repayment, February 1996       -            -        10,000     612,000      -            -        612,000
 Services, February, 1996            -            -         3,160     205,892      -            -        205,892
 Cash, March, 1996                   -            -           179      25,000      -            -         25,000

The accompanying notes are an integral part of these consolidated financial statements.



CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period December 1, 1990 (Inception) Through September 30, 1999

                                                                              Common      Deficit
                                                                                and    Accumulated      Total
                                  Preferred Stock         Common Stock        Pref. B   During the  Shareholders'
                                     Class A              No Par Value         Stock    Development     Equity
                                  Shares    Value       Shares       Value    Options       Stage      (Deficit)
                               ---------   ----------  ---------- ----------- -------- ------------ ------------
Shares returned and canceled,
  March, 1996                        -     $      -       (15,000)$       -   $    -   $        -    $       -
 Services, April, 1996               -            -            13       2,069      -            -          2,069
 Services, September, 1996         4,155        4,155         586       6,317      -            -         40,472
 Services, October, 1996             -            -         6,540     327,000      -            -        327,000
 Debt repayment, November, 1996      -            -         2,350      64,330      -            -         64,330
Net loss for the year                -            -           -           -        -     (2,238,933)  (2,238,933)
                               ---------  ----------- ----------- ----------- -------- ------------ ------------
Balance,
 November 30, 1996                20,500       20,500     138,786   6,457,221      -     (5,612,943)     864,778

Shares issued in exchange for:
 Services, March, 1997               -            -           228       6,879      -            -          6,879
 Services, April, 1997               -            -           800      13,120      -            -         13,120
 Services, July, 1997                -            -         1,500      16,200      -            -         16,200
 Cash, July, 1997                    -            -        15,000     300,000      -            -        300,000
 Services, August, 1997              -            -         5,958      56,000      -            -         56,000
Adjustment for partial shares due
 to reverse stock split (1:20)       -            -           113         -        -            -            -
 Services, October, 1997             -            -     1,469,666     587,865      -            -        587,865
 Debt repayment, October, 1997       -            -     1,540,267     620,507      -            -        620,507
 Cash, October, 1997                 -            -     1,500,000     281,250      -            -        281,250
 Services, November, 1997            -            -         4,950      10,538      -            -         10,538
Net loss for the year                -            -           -           -        -     (2,739,268)  (2,739,268)
                               ---------  ----------- ----------- ----------- -------- ------------  ------------
Balance,
 November 30, 1997                20,500       20,500   4,677,268   8,349,580      -     (8,352,211)      17,869



The accompanying notes are an integral part of these consolidated financial statements.


CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the Cumulative Period December 1, 1990 (Inception) Through September 30, 1999
                                                                              Common      Deficit
                                                                                and    Accumulated      Total
                                  Preferred Stock         Common Stock        Pref. B   During the  Shareholders'
                                     Class A              No Par Value         Stock    Development     Equity
                                  Shares    Value       Shares       Value    Options       Stage      (Deficit)
                               ---------   ----------  ---------- ----------- -------- ------------ ------------
Shares issued in exchange for:
 Services, December, 1997
  through November, 1998             -    $       -     2,551,610 $ 2,338,264 $    -   $        -   $  2,338,264
 Debt repayment, April, 1998
  through September, 1998            -            -       250,000     129,960      -            -        129,960
 Cash, January, 1998 through
  July, 1998                         -            -     4,833,334   1,139,218      -            -      1,139,218
 Acquisition of assets,
  July, 1998                         -            -       300,000     421,478      -            -        421,478
 Acquisition of remaining 20%
  minority interest in
  subsidiary, July, 1998             -            -        50,000      59,247      -            -         59,247
 Services, November, 1998         60,000       60,000         -           -        -            -         60,000
Net loss for the year                -            -           -           -        -     (4,928,682)  (4,928,682)
                               ---------  -----------  ---------- ----------- -------- ------------  ------------
Balance,
 November 30, 1998                80,500       80,500  12,662,212  12,437,747      -    (13,280,893)    (762,646)

Shares issued in exchange for:
 Shares returned and canceled,
  December, 1998                     -            -    (1,350,000)   (814,536)     -            -       (814,536)
 Services, December, 1998
  through September, 1999            -            -       560,029     349,454  150,000          -        499,454
 Cash, December, 1998
  through September, 1999            -            -     1,155,800     129,537      -            -        129,537
 Debt repayment, Sept., 1999      39,520       39,520     960,321     197,500  100,000          -        337,020
Net loss for the period              -            -           -           -        -     (1,323,831)  (1,323,831)
                               ---------  ----------- ----------- ----------- -------- ------------  ------------
Balance,
 September 30, 1999              120,020  $   120,020  13,988,362 $12,299,702 $250,000 $(14,604,724) $(1,935,002)
                                =========  ===========  ========== =========== ======== ============  ===========
The accompanying notes are an integral part of these consolidated financial statements.



CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Ten Months Ended September 30, 1999,
the Year Ended November 30, 1998, and the Cumulative Period
From December 1, 1990 (Inception) Through September 30, 1999



                             Ten Months                  Dec. 1, 1990
                                Ended    Year Ended       (Inception)
                           September 30, November 30,        Through
                                1999         1998        Sept. 30, 1999
                            -----------  ------------    -------------
Cash flows from operating
 activities:
Net loss                    $(1,323,831) $ (4,928,682)    $(13,526,982)

Adjustments to reconcile
 net loss to net cash used
 in operating activities:
  Stock issued for services    (315,082)    2,398,264        4,147,378
  Stock issued for interest         -             -            535,591
  Provision for bad debt
   write-offs                       -             -          1,422,401
  Minority interest                 -          59,247          (62,500)
  Settled damages               (25,000)          -            (25,000)
  Write-off of intangible
    assets                      283,133       632,257        1,299,861
  Depreciation and
    amortization                121,413       394,020        1,523,887
  Changes in:
   Accounts receivable              -           3,411           (4,201)
   Accrued interest
    receivable                      -             -            (95,700)
   Deposits                      (7,000)          -             (7,000)
   Accounts payable             (13,096)     (135,018)         262,341
   Accrued compensation         478,440       248,017          949,905
   Due to officer               555,193           -            555,193
   Other current liabilities    161,088       (68,951)         358,890
                            -----------  ------------    -------------
Total adjustments             1,239,089     3,531,247       10,861,046
                            -----------  ------------    -------------
Net cash used in
 operating activities           (84,742)   (1,397,435)      (2,665,936)
                       	    -----------  ------------    -------------

The accompanying notes are an integral part of these consolidated
financial statements.


CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Ten Months Ended September 30, 1999,
the Year Ended November 30, 1998, and the Cumulative Period
From December 1, 1990 (Inception) Through September 30, 1999

                            Ten Months                   Dec. 1, 1990
                               Ended     Year Ended       (Inception)
                           September 30, November 30,        Through
                                1999         1998        Sept. 30, 1999
                            -----------  ------------    -------------
 Cash flows from investing
 activities:
  Issuance of
   notes receivable         $       -    $        -      $  (1,322,500)
  Costs of licenses
   and technology                   -             -            (94,057)
  Purchase of equipment         (12,255)      (58,855)        (136,176)
                            -----------   -----------    -------------
Net cash used in
 investing activities           (12,255)      (58,855)      (1,552,733)
                            -----------   -----------    -------------
Cash flows from financing
 activities:
  Common stock issuance         129,537     1,139,218        2,129,410
  Preferred stock issuance          -             -             16,345
  Proceeds from debt, other         -         129,960        1,670,691
  Proceeds from debt, related       -             -            206,544
  Proceeds from stock purchase      -         181,270          281,250
  Payments on debt, other       (11,270)       (5,689)         (25,910)
  Payments on debt, related         -             -            (53,172)
  Decrease in stock
   subscription receivable          -             -             20,000
  Contributed capital               -             -                515
                            -----------   -----------    -------------
Net cash provided by
  financing activities          118,267     1,444,759        4,245,673
                            -----------   -----------    -------------
Net increase (decrease) in
  cash and cash equivalents      21,270       (11,531)          27,004

Cash and cash equivalents
  at beginning of period          5,734        17,265              -
                           ------------   -----------    -------------
Cash and cash equivalents
  at end of period         $     27,004   $     5,734    $      27,004
                            ============   ===========    =============
The accompanying notes are an integral part of these consolidated
financial statements.

CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Ten Months Ended September 30, 1999,
the Year Ended November 30, 1998, and the Cumulative Period
From December 1, 1990 (Inception) Through September 30, 1999



                             Ten Months                  Dec. 1, 1990
                                Ended     Year Ended       (Inception)
                           September 30,  November 30,        Through
                                1999         1998        Sept. 30, 1999
                            -----------   -----------    -------------
Supplemental disclosures of
  cash flow information:

  Cash paid for interest    $        92   $     2,767    $     130,917
                            ===========   ===========    =============

  Cash paid for income taxes$       -     $       -      $       1,650
                       	    ===========   ===========    =============



Non-cash financing activities:

  Common stock issued
   in exchange for:
    Note receivable         $       -     $       -      $     281,250
    Property and equipment  $       -     $       -      $     130,931
    Licenses and technology $       -     $   421,478    $   2,191,478
    Acquisition of remaining
     minority interest in
     subsidiary             $       -     $    59,247    $      59,247
    Repayment of debt and
     interest               $   197,500   $   129,960    $   1,804,795
    Services and interest   $       -     $ 2,338,264    $   4,969,192
  Preferred stock issued
   in exchange for:
    Services                $       -     $    60,000    $      60,000
    Repayment of debt       $    39,520   $       -      $      39,520
  Preferred stock options
   issued in exchange for:
    Repayment of debt       $   100,000   $       -      $     100,000


The accompanying notes are an integral part of these consolidated
financial statements.


CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999


Note 1. 	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Organization

Conectisys Corporation (the "Company") was incorporated under the
laws of Colorado on February 3, 1986, to analyze and invest in
business opportunities as they may occur.

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.

Effective December 1, 1994, the Company agreed to acquire all of the
outstanding shares of Progressive Administrators, Inc. ("PAI") in
exchange for 300,000 shares of its no par value common stock.  The
transaction was to be accounted for as a purchase transaction.  The
shares to be issued by the Company were to be "restricted
securities" within the meaning of Rule 144 of the Securities Act of
1933, as amended.  Accordingly, PAI would have been a wholly-owned
subsidiary of the Company as of December 1, 1994.  PAI was formed in
the state of Colorado on September 14, 1994 and is engaged in the
records storage business.

Effective December 1, 1994, the Company also agreed to acquire all
of the outstanding shares of Creative Image Products, Inc. ("CIPI")
in exchange for 575,000 shares of its no par value common stock.
The shares were issued in February of 1995.  The shares issued by
the Company were "restricted securities" within the meaning of Rule
144 of the Securities Act of 1933, as amended.  Accordingly, CIPI
was a wholly-owned subsidiary of the Company as of December 1, 1994.
CIPI was formed in the state of Kansas on April 29, 1994 and is
engaged in the insecticide business and,
through its wholly-owned subsidiary, ADA Signature Distributors,
Inc., the sign manufacturing business.  During 1995, the Company's
only operations consisted of CIPI's manufacturing of organic
insecticides prior to its disposal.  On September 28, 1995, the
Company entered into an agreement to unwind the acquisition of CIPI.
CIPI issued a promissory note to the Company in the amount of
$1,302,500 to reimburse the Company for cash advances.  In
accordance with the agreement, the shares issued to CIPI were
exchanged for all shares issued to the Company.  The shares
outstanding carry no value on the financial statements.  In 1997,
the Company wrote-off this note receivable as it was deemed
uncollectible.

On February 15, 1996, PrimeLink entered into a Joint Marketing and
Development Agreement (the "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 September 1995, the Company acquired 80% of the outstanding stock
of TechniLink, Inc., a California corporation, and 80% of the
outstanding stock of PrimeLink, Inc., a Kansas corporation, in
exchange for an aggregate of 200,000 shares of the Company's common
stock.  The acquisitions were accounted for as purchases.  Both
PrimeLink and TechniLink are start-up companies with no material
operating activity and therefore no pro forma statements of
operations were provided for 1995.

The acquisitions of these companies occurred in connection with the
signing of the license agreements discussed in Note 8.  The Company
issued a total of 700,000 shares of common stock and assumed a loan
of $400,000 to acquire the licenses and the Corporations.  The only
major asset acquired from PrimeLink and TechniLink was the license
and technology.  The stock issued was valued at $1,750,000, the fair
market value of common stock issued and is included in licenses and
technology on the balance sheet.

On July 22, 1998, the Company acquired the remaining 20% interest in
TechniLink, Inc. for 50,000 shares of the Company's common stock
valued at $59,247.

   Basis of presentation and going concern uncertainty

The accompanying consolidated financial statements include the
transactions of Conectisys Corporation, its wholly-owned subsidiary
TechniLink, Inc., and its 80% owned subsidiary  PrimeLink, Inc.  All
material intercompany transactions and balances have been eliminated
in the accompanying consolidated financial statements.  Certain
prior period amounts in the accompanying consolidated financial
statements have been reclassified to conform to the current period's
presentation.

The Company returned to the development stage in accordance with
SFAS No. 7 on December 1, 1990 and during the fiscal year ended
November 30, 1995.  The Company has completed two mergers and is in
the process of developing its technology and product lines.

As of September 30, 1999, the Company had a deficiency in working
capital of approximately $2,070,000, and had incurred continual
operating losses since its return to the development stage ($1.8
million in 1996, $2.3 million in 1997, $4.2 million in 1998, and
$1.0 million in 1999 (ten months)), which raise substantial doubt
about the Company's ability to continue as a going concern.

Management's plans for correcting these deficiencies include the
future sales 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 (See Note 13(b)).  In the longer term,
the Company plans to achieve profitability through the operations of
the subsidiaries.  The accompanying consolidated financial
statements do not include any adjustments relating to the
recoverability and classification of the recorded asset amounts or
the amounts and classification of liabilities that might be
necessary should the Company be unable to continue in existence.

   Use of estimates

The preparation of the Company's consolidated financial statements
in conformity with generally accepted accounting principles
necessarily requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.

   Fair value of financial instruments

Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments", requires that the
Company disclose estimated fair values for its financial
instruments.  The following summary presents a description of the
methodologies and assumptions used to determine such amounts.  Fair
value estimates are made at a specific point in time and are based
on relevant market information and information about the financial
instrument; they are subjective in nature and involve uncertainties,
matters of judgment and, therefore, cannot be determined with
precision.  These estimates do not reflect any premium or discount
that could result from offering for sale at one time the Company's
entire holdings of a particular instrument.  Changes in assumptions
could significantly affect the estimates.

Since the fair value is estimated at September 30, 1999, 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, other current liabilities,
and notes payable approximate fair value because of the short
maturity of these instruments.

   Cash and cash equivalents

Cash and cash equivalents include cash on hand and on deposit and
highly liquid debt instruments with original maturities of three
months or less. All funds on deposit are with one financial
institution.


  Property and equipment

Property and equipment are stated at cost.  Depreciation is computed
on property and equipment using the straight-line method over the
expected useful lives of the assets, which are generally five years
for vehicles and office equipment and seven years for furniture and
fixtures.

   Licensing agreements

The costs of acquiring license rights are capitalized and amortized
over the shorter of the estimated useful life of the license or the
term of the license agreement.  The licenses are being amortized
over a period of five years.  During the year ended November 30,
1998, the Company acquired additional license rights in the amount
of $421,478 from TechniLink.  Although the license remains viable,
the Company currently lacks the resources to develop and market it.
Accordingly, during the ten month period ended September 30, 1999,
the Company accelerated amortization on this asset by writing it
down to its net realizable value of $40,000, incurring a charge of
$283,133.     The balance of the carrying value of older licenses
and deferred technology was written-off during the year ended
November 30, 1998, as a consequence of persistent competitive
pressure.  The expense incurred was $632,257.

   Technology

Deferred technology costs include capitalized product development
and product improvement costs incurred after achieving technological
feasibility and are amortized over a period of five years.

   Impairment of long-lived assets

Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-lived Assets and for Long-lived Assets to
be Disposed Of" (SFAS No. 121) issued by the Financial Accounting
Standards Board (FASB) is effective for financial
statements for fiscal years beginning after December 15, 1995.  The
standard establishes new guidelines regarding when impairment losses
on long-lived assets, which include plant and equipment,
certain identifiable intangible assets and goodwill, should be
recognized and how impairment losses should be measured.

  Accounting for stock-based compensation

Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-based Compensation" (SFAS No. 123) establishes a fair
value method of accounting for stock-based compensation plans and
for transactions in which an entity acquires goods or services from
non-employees in exchange for equity instruments.  The Company
adopted this accounting standard on January 1, 1996.  SFAS No. 123
also encourages, but does not require, companies to record
compensation cost for stock-based employee compensation.  The
Company has chosen to account for stock-based compensation utilizing
the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly, compensation cost for stock options is measured as the
excess, if any, of the fair market price of the Company's stock at
the date of grant over the amount an employee must pay to acquire
the stock.  Also, in accordance with SFAS No. 123, the Company has
provided footnote disclosures with respect to stock-based employee
compensation.  The cost of stock-based compensation is measured at
the grant date on the value of the award, and this cost is then
recognized as compensation expense over the service period.  The
value of the stock-based award is determined using a pricing model
whereby compensation cost is the excess of the fair market value of
the stock as determined by the model at the grant date or other
measurement date over the amount an employee must pay to acquire the
stock.

  Stock issued for non-cash consideration

Shares of the Company's no par value common stock issued in
exchange for goods or services are valued at the cost of the goods
or services received or at the market value of the shares issued,
depending on the ability to estimate the value of the goods or
services received.


  Income taxes

The Company has adopted Statement of Financial Accounting Standards
("SFAS") No. 109, which requires the Company to  recognize deferred
tax assets and liabilities for the expected future tax consequences
of events that have been recognized in the Company's consolidated
financial statements or tax returns.  Under this method, deferred
tax liabilities and assets are determined based on the difference
between the financial statement carrying amounts and tax basis of
assets using the enacted rates in effect in the years in which the
differences are expected to reverse.

  Net loss per common share - diluted

Net loss per common share - diluted is based on the weighted
average number of common and common equivalent shares outstanding
for the periods presented.  Common equivalent shares representing
the common shares that would be issued on exercise of convertible
securities and outstanding stock options and warrants reduced by the
number of shares which could be purchased from the related exercise
proceeds are not included since their effect would be anti-dilutive.

  New accounting pronouncements

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 No. 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 a material effect 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 No.
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.


NOTE 2.	RELATED PARTY TRANSACTIONS

The Company leases office space from S.W. Carver Corporation, a
company owned by a major shareholder of the Company.  The lease is
for a period of twelve months, renewable annually in April at the
option of the lessee.  Effective April, 1998, the monthly rent was
increased from $2,000 to $2,500.  Lease expense for the ten month
period ended September 30, 1999 and the year ended November 30, 1998
was $25,000 and $28,000, respectively.


NOTE 3.   NOTES RECEIVABLE

A note receivable from CIPI of $1,302,500 was deemed to be
uncollectible and was written-off in the fiscal year ended November
30, 1997, resulting in a bad debt expense of $446,625.  The Company
had previously provided a cumulative allowance for doubtful accounts
of $855,875 in fiscal 1996 and 1995.  Interest receivable on this
note was also written-off accordingly.

A promissory note was received on a stock purchase agreement for
1,500,000 shares in the amount of $281,250 during the year ended
November 30, 1997.  An initial payment of $99,980 was received,
leaving a balance of $181,270 at year-end. The balance was collected
in full during the year ended November 30, 1998.


NOTE 4.    PROPERTY AND EQUIPMENT

Property and equipment at September 30, 1999 consisted of the
following:


Office equipment                             $   217,388
Furniture and fixtures                            16,609
Vehicles                                          35,362
                                             -----------
Total cost                                       269,359
Accumulated depreciation                        (174,287)
                                             -----------
Net book value                               $    95,072
                                             ===========


 NOTE 5.    DUE TO OFFICER

    During the ten month period ended September 30, 1999, the Company
    received cash advances from its president totaling $555,193.  At
    September 30, 1999, $197,500 of these advances was exchanged for
    the assumption of a promissory note to S.W. Carver, due on demand
    (and in no event later than October 1, 2000) at an annual interest
    rate of 10%, and another $287,020 of these advances was exchanged
    for equity.  Also at September 30, 1999, $62,522 in accrued
    compensation was transferred to the advance account, resulting in a
    balance of $133,195.  This balance was converted into a promissory
    note due on demand (and in no event later than October 1, 2000) at
    an annual interest rate of 10%.


NOTE 6.    NOTES PAYABLE

Notes payable at September 30, 1999 consisted of the following:


      Note payable to Devon
      Investment Advisors,
      unsecured, due on demand,
      interest payable at an
      annual rate of 10%                       $ 241,824

     Note payable to S.W. Carver,
      unsecured, due on demand,
      interest payable at an
	 annual rate of 10%                        197,500

     Note payable to Black Dog
      Ranch LLC, unsecured,
      due on demand, interest
      payable at an annual rate
      of 18%                                       187,610
	                                          ---------
	Total notes payable                        626,934
	Current portion                           (626,934)
                                                  ---------
	Long-term portion                         $     -
	                                          =========


The maturity of long-term debt at September 30, 1999 was as follows:

	Year ended September 30,:  2000           $ 626,934
	                           Thereafter         -
                                                 ---------
	Total notes payable                       $ 626,934
                                                 =========


NOTE 7.	SHAREHOLDERS' EQUITY (DEFICIT)

The Company is authorized to issue 50,000,000 shares of $1.00 par
value preferred stock, no liquidation preference.  One million of
the preferred shares are designated as Class A preferred shares
which have super voting power wherein each share receives 100 votes
and has anti-dilution rights.  One million of the preferred shares
are designated as Class B preferred shares which have conversion
rights wherein each share may be converted into ten shares of common
stock.

In December, 1997, the Company issued 4,550 shares of its common
stock in exchange for legal services valued at $2,733.

In January, 1998, the Company issued 133,334 shares of its common
stock to an investor for $167,730.

In February, 1998, the Company entered into a stock purchase
agreement with two subsidiaries of BVI Corporation, resulting in the
purchase of 4,000,000 shares of the Company's common stock at a
subscription price of $.158625 per share, with a total value of
$634,500.

In April, June, and September, 1998, 500,000 shares of common stock
were issued to a creditor in exchange for debt of $129,960.

In April and June, 1998, 80,023 shares of the Company's common stock
were issued in exchange for consulting services valued at $132,254.

In July, 1998, 450,000 shares of the Company's common stock were
issued to three investors for cash in the aggregate of $336,988.

In July, 1998, the Company issued 300,000 shares of its common stock
to the minority interest shareholder of TechniLink, Inc. in exchange
for the acquisition of licensed technology valued at $421,478, and
issued another 50,000 shares in exchange for the remaining 20%
minority interest valued at $59,247.

In July, 1998, 120,000 shares of the Company's common stock were
issued to four Company directors for director fees totaling
$246,186.

In July, 1998, the Company issued 3,000 of its common shares in
exchange for consulting fees of $4,325.

In July, 1998, the Company issued another 425,000 shares of its
common stock to two consultants for services valued at $832,868.

In July, 1998, the Company issued 6,283 shares of its common stock
in exchange for printing services valued at $10,805.

In August, 1998, the Company issued 58,637 shares of its common
stock for consulting services totaling $91,147.

In September, 1998, the Company issued 1,410,000 shares of its
common stock for market consulting services totaling $880,967.

In October and November, 1998, the Company issued 444,117 shares of
its common stock in exchange for consulting services of $136,979.

In November, 1998, the Company issued 60,000 shares of its Class A
$1.00 par value preferred stock as officer compensation.

In December, 1998, the Company canceled 1,350,000 shares of its
common stock previously issued to a consultant and valued at
$814,536, which were contingent on the establishment of a $5,000,000
line of credit (never achieved).

In December, 1998, the Company issued 750,000 shares of its common
stock valued at $50,000 to a consultant for services rendered.

In January and September, 1999, the Company issued a total of
152,548 shares of its common stock for consultant services rendered
of $45,360.

During the months March, 1999 through September, 1999, the Company
issued a total of 405,800 shares of its common stock valued at
$79,537 in a private placement.

In September, 1999, the Company issued 100,000 shares of its common
stock for consultant fees rendered of $84,644.

In September, 1999, the Company issued 960,321 shares of its common
stock to repay related party debt of $197,500.

In September, 1999, the Company issued a total of 47,481 shares of
its common stock valued at $15,957 as hiring bonuses for two
employees.

In September, 1999, the Company issued 260,000 shares of its common
stock to its president as compensation for director fees of $203,493
and also issued him 39,520 of its Class A $1.00 par value preferred
stock to partially repay debt.

In September, 1999, the Company issued options to purchase 500,000
shares each (a total of 1,000,000) of its Class B convertible
preferred stock at a price of $5.00 per share in exchange for debt
reduction of $50,000 each (a total of $100,000) to a note holder and
the Company's president.

In September, 1999, the Company issued options to purchase 600,000
shares of the Company's common stock (500,000 options to its
president and 100,000 options to an employee) valued at $150,000.


NOTE 8.   INCOME TAXES

Deferred income taxes consisted of the following at September 30,
1999:


      Deferred tax asset, benefit
      of net operating loss
      carryforward                                 $ 5,500,000
	Deferred tax liability                              -
	Valuation allowance                         (5,500,000)
                                                   -----------
	Net deferred taxes                         $        -
                                                   ===========

The valuation allowance offsets the net deferred tax asset, since it
is more likely than not that it would not be recovered.


NOTE 9.	COMMITMENTS AND CONTINGENCIES

 Employment agreements

The Company has entered into six employment agreements with key
Individuals, the terms of the agreements are as follows:

1)	The President and CEO of PrimeLink entered into an agreement
dated September 15, 1995 for a period of three years.  This
agreement, along with his royalty agreement, were mutually
terminated.  The separation agreement, as of October 31, 1997,
called for a settlement of $12,000 to be paid $1,000 monthly
for the following twelve months.  As of September 30, 1999,
$4,000 remained unpaid.

2)	The President and CEO of TechniLink entered into an agreement
dated September 15, 1995 for a period of three years.  He is
entitled to receive a base salary of $90,000 per year and an
annual bonus equal to 15% of the net profits before taxes
earned by TechniLink, Inc.  He is also granted an option to
purchase up to 250,000 shares of the Company's restricted
common stock at a price equal to 50% of the average market
value of the stock on the date of purchase.  In December, 1998,
he resigned from the Company.

3)	The President and CEO of the Company entered into an agreement
dated October 2, 1995 (which was amended September 1, 1997 and
September 1, 1999) for a period of five years, and he is
entitled to receive a base salary of $160,000 per year.  The
employee shall further receive a bonus, paid at year-end, equal
to 50% of the employee's salary, for continued employment.  The
staying bonus will be compensated for with the Company's
restricted common stock.  He is also granted an option to
purchase up to 500,000 shares of the Company's restricted
common stock at a price equal to 50% of the average market
value at the date of purchase.

4)	The Chief Financial Officer of the Company entered into an
agreement dated October 2, 1995 (which was amended September 1,
1997) for a period of three years, and he is entitled to
receive a base salary of $80,000 per year and an annual bonus
of 2% of the Company's pretax income.  The employee shall
further receive a bonus, paid at year-end, equal to 50% of
the employee's salary, for continued employment.  The staying
bonus shall be compensated for with the Company's restricted
common stock.  He is also granted an option to purchase up to
500,000 shares of the Company's restricted common stock at a
price equal to 50% of the average market value at the date of
purchase.  Effective February, 1999, he resigned from the
Company.

5)	The Secretary and Treasurer of the Company entered into an
Agreement dated October 2, 1995 (which was amended September 1,
1997 and September 1, 1999) for a period of three years, and
she is entitled to receive a base salary of $80,000 per year.
The employee shall further receive a bonus, paid at year-end,
equal to 50% of the employee's salary, for continued
employment.  The staying bonus shall be compensated for with
the Company's restricted common stock.  She is also granted an
option to purchase up to 500,000 shares of the Company's
restricted common stock at a price equal to 50% of the average
market value at the date of purchase.

6)	The Chief Technical Officer of the Company 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.  The employee shall
receive a hire-on bonus of $75,000 worth of the Company's
restricted common stock under rule 144, at one-half market
price.  The employee shall further receive performance bonuses
(paid in restricted common stock, as above) upon successful
completion of specific milestones pertaining to the
implementation and deployment of certain software (up to
$862,500).  If substantially all performance milestones are
met, he is also granted an option to purchase up to 500,000
shares of the Company's restricted common stock at a price
equal to 60% of the average market value at the date of
purchase.

  License agreements

The Company has entered into license agreements with the Presidents
of both PrimeLink and TechniLink.  The license agreements were
entered into on September 20, 1995, in connection with the
acquisition of PrimeLink and TechniLink (see Note 1 above), and are
for a period of five years.  As consideration for these license
agreements, the Company issued each licensee 250,000 shares of its
restricted common stock and will pay each licensee a royalty of 5%
of net sales of the applicable product.  In addition, in the event
of the sale or merger of TechniLink or PrimeLink, a royalty sum of
20% of the sales price of the license shall be paid to the licensee;
the sales price shall not be less than $1,500,000.  The licenses
were valued at the fair market value of the stock issued to obtain
the licenses.  In 1997, there was a separation agreement between the
President of PrimeLink and the Company, whereby the President of
PrimeLink agreed to forfeit royalty rights for a $12,000 settlement.

  Litigation

There have been three recent legal proceedings in which the Company
has been a party:

The first case, Securities and Exchange Commission (the "Plaintiff")
vs. Andrew S. Pitt, Conectisys Corp., Devon Investments Advisors,
Inc., B&M Capital Corp., Mike Aaman, 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 sought
permanent injunctions from violating securities laws.  The SEC did
not seek any civil penalties from the Company.  The courts, having
conducted a trial of this matter without 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), and
17(a).  Conectisys was not found to have violated section 10(b),
10(b-5), or 15(c).  The Company was subsequently ordered to disgorge
profits totaling $175,000.  On March 5, 1999, the Company entered
into an Amended Final Judgment of Permanent Injunctive Relief with
the Securities and Exchange Commission ("SEC").  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 it
would not in the future violate sections 5(a), 5(c), 17(a), 10(b),
10(b-5), or 15(c); in return the SEC would not demand the previously
ordered disgorgement of $175,000.

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 # 97-CV-1442, Division 3.  The
Plaintiff did not specify an amount of damages that it sought from
the Defendants.  On March 26, 1999, the District Court of Arapahoe,
State of Colorado, dismissed the civil case against Conectisys Corp.
brought by Clamar Capital Corp.

The third case was brought by Southern Arizona Graphic Associates,
Inc. (the "Plaintiff") against Conectisys Corporation (the
"Defendant").  The case was brought before the Superior Court of the
State of Arizona, County of Pima, Case # 333852.  The claim was for
goods, printing services, and funds advanced by the Plaintiff.  On
December 8, 1999, the Company's Board of Directors approved the
issuance of 26,087 shares of the Company's common stock valued at
$18,000 in full settlement of the defendant's claim.  The matter was
subsequently dismissed with prejudice.


NOTE 10.	MAJOR CUSTOMERS

The Company, as a development stage enterprise, had limited revenue
during the ten months ended September 30, 1999; the Company had
sales to one customer comprising 100% of total sales.  The Company
did not have any revenues during the year ended November 30, 1998.


NOTE 11.	STOCK OPTIONS

During the fiscal year ended September 30, 1999, the Company issued
to a note holder options to purchase 500,000 shares of the
Company's Class B preferred stock at an exercise price of $5.00 per
share.  As consideration, the Company reduced the debt by $50,000
and received an extension of time to pay-off its promissory note.
The Company also issued to its president options to purchase another
500,000 shares of the Company's Class B preferred stock at an
exercise price of $5.00 per share in exchange for a reduction in
debt of $50,000.  Total consideration received on the above issued
options, as evidenced by debt reduction, was $100,000.  These
options can be exercised between November 1, 1999 and November 1,
2002.

The Company's president currently owns 120,020 of the Company's
Class A Preferred Stock, and has options to purchase another 29,980
shares for $1.00 per share through June 16, 2001.

The pro forma information required by SFAS No. 123 is not included
as there were no common stock options granted during the fiscal year
ended November 30, 1998, and the disclosure for the 600,000 common
stock options issued during the ten month period ended September 30,
1999 would not be materially different from the amounts and
disclosures already presented.  During this period, 500,000 common
stock options were issued to the Company's president and another
100,000 common stock options were issued to an employee.  These
options are all exercisable at a cost of 50% of the average market
value of the Company's stock during the prior 30 days of trading
before exercise, with the president's options remaining open for a
period of six years (including a three year option to renew) and the
employee's options remaining open for a period of four years
(including a two year option to renew).


The Company has granted various common stock options and warrants to
employees; the options and warrants were granted at approximately
the fair market value at the date of grant and vested immediately.
The common stock option activity during the fiscal years ended
September 30, 1999 and November 30, 1998 was as follows:

                                          Common Stock
                                          Options     Weighted
                                          and         Average
                                          Warrants    Price
                                       	---------    --------
      Balance outstanding,
      December 1, 1997                    3,869,200    $   1.42

      Canceled and expired                 (869,200)   $  (2.50)
                                          ---------
	Balance outstanding,
      November 30, 1998                   3,000,000    $   0.37

     Granted                                600,000    $   0.54 (1)
     Canceled and expired                         -            -
                                          ---------     --------
     Balance outstanding,
      September 30, 1999                  3,600,000    $   0.40
                                          =========     ========
      (1) Floating strike price

The following table summarizes information about common stock
options at September 30, 1999:
                             Outstanding                  Exercisable
                           Weighted    Weighted               Weighted
   Range of      Common    Average      Average      Common    Average
   Exercise       Stock      Life      Exercise       Stock   Exercise
    Prices      Options    (Months)      Price       Options    Price
-------------   ---------   -------     -------      --------- -------
$ .20 -  $.20   1,000,000        13     $   .20      1,000,000 $   .20
$ .46 -  $.46     100,000        47     $   .46        100,000 $   .46
$ .46 -  $.46   2,000,000        71     $   .46      2,000,000 $   .46
$ .55 -  $.55     500,000        59     $   .55        500,000 $   .55

$ .20 -  $.55   3,600,000        53     $   .40      3,600,000 $   .40
                =========        ==     =======      ========= =======


NOTE 12.  YEAR 2000 ISSUE

 The Year 2000 readiness issue, which is common to most businesses,
 arises from the inability of information systems, and other time and
 date-sensitive products and systems, to properly recognize and
     process date-sensitive information or system failures.  Assessments
 of the potential cost and effects of Year 2000 issues vary
 significantly among businesses, and it is extremely difficult to
 predict the actual impact.  Recognizing this uncertainty, management
 is continuing to actively analyze, assess and plan for various Year
 2000 issues in its business.

 The Year 2000 issue has an impact on both information technology
("IT") systems and non-IT systems, such as the Company's physical
facilities including, but not limited to, security systems and
utilities.  Management believes that the Company's IT systems are
Year 2000 ready.  The Company has replaced or upgraded those systems
that have been identified as non-Year 2000 compliant.  Non-IT system
issues are more difficult to identify and resolve.  The Company has
actively identified non-IT Year 2000 issues concerning its products
and services, as well as its physical facility locations.
Management has formulated the necessary actions to ensure minimal
disruption to its business processes.  The costs were immaterial
(i.e., less than $5,000) to its financial position and results of
operations.

The Company has completed efforts to ensure Year 2000 readiness of
its products and services.  The Company's key financial and other
in-house systems are already materially compliant.  The Company has
also completed efforts to assess the Year 2000 readiness of its key
suppliers.  The Company's direction of this effort is to ensure the
adequacy of resources and supplies to minimize any potential business
interruptions.

The Year 2000 issue presents a number of other risks and
uncertainties that could impact the Company, such as public
utilities failures, potential claims against it for damages arising
from products and services that are not Year 2000 compliant, and the
response ability of certain government commissions of the various
jurisdictions where the Company conducts business.  While the
Company continues to believe the Year 2000 issues described above
will not materially affect its financial position or results of
operations, it remains uncertain as to what extent, if any, the
Company may be impacted.



NOTE 13.	SUBSEQUENT EVENTS

(a)	In December, 1999, the Company filed a Form S-8 registration
statement for the Conectisys Corporation Non-Qualified Stock
and Stock Bonus Plan (the "Plan").  The purpose of the Plan is
to 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 shall consist
of 1,000,000 shares of the common stock of the Company.  Unless
amended by the Board in writing, the Plan shall terminate at
midnight, January 31, 2003.  To date, 616,087 common shares
have been issued to consultants under the Plan.  116,087 of
these shares were for past services rendered and 500,000
represented retainers on new consulting contracts.

(b)	Subsequent to September 30, 1999, the Company has raised
additional capital through the private placement of another
221,200 common shares of the Company for approximately $43,000
(through November 23, 1999).  In conjunction with these and
previous issuances, approximately 506,500 stock warrants to
purchase shares of the Company's common stock at an exercise
price of $2.00 per share will be issued to certain
shareholders, exercisable between November 1, 1999 and November
1, 2002.

(c)	In November, 1999, the Company issued options to purchase
2,000,000 shares of the Company's common stock to its Chief
Technical Officer, pursuant to his employment agreement.  The
options are exercisable through December 31, 2002 at an
exercise price of $.50 per share; however, they will not vest
until completion of a working HNet pilot of 30 units or more.

(d)	In November, 1999, the Company's Board of Directors awarded the
Company's President and Chief Executive Officer options to
acquire 500,000 shares of the Company's common stock at an
exercise price of $.15 per share through December 31, 2002.
These options were awarded for past service to the Company and
were valued at $125,000, which was accrued as additional
compensation at the September 30, 1999 balance sheet date.
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