<pre>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

FORM 10-KSB
(Mark One)

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the year ended September 30, 2000.

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

Commission File Number 33-3560D

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

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

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

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

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

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B Contained herein, and disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-KSB. [X]

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

The aggregate number of shares of the voting stock held by non-affiliates on
August 7, 2001 was 22,082,308.  The market value of these shares, computed by
reference to the market closing price on August 7, 2001 was $3,809,198.  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 August 7, 2001 was
44,509,601.
<page> 1
PART I
<b>
Item 1.     Description of Business

General

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

H-Net hardware becomes an integral part of new electric meters put into
service. It is not feasible to retrofit to existing electric meters currently
in use in the field. Once installed, the new electric meters once installed can
then send the electric meter usage readings by H-Net's wireless radio system to
a central computer for storage and retrieval.

H-Net's deployment costs are minimal since there are no towers to put up and no
expensive infrastructure to erect. The data collected by H-Net is transmitted
over the undesignated and unlicensed 900MhZ radio bandwidth for transmission.
The H-Net system allows for high density of transmissions, which makes it ideal
for metropolitan areas as well as suburban or rural communities. With every H-
Net equipped electric meter that is installed the H-Net meters begin to self-
configure by sending transmission data between H-Net meters. The H-Net meters
can communicate to a distance of approximately .25 miles. For every H-Net meter
area a small relay station called a Base Station is installed. A Base Station
can operate with up to 20,000 H-Net meters transmitting to it. The Base Station
continually receives H-Net electric meter reading data every second with
information being exchanged and verified for accuracy. Every 15 minutes the
Base Station transmits the accumulated electric meter readings by telephone via
modem to our central storage computer at our facility called the Network
Operating Center. Once the readings from the H-Net meters arrive the data can
be assembled into various formats for billing customers as well as electric
power purchasing
and conservation programs.
<b>
H-Net Pilot Program
</b>
On February 15, 2000 we successfully launched our H-Net pilot test project in
Los Angeles, California. Although the initial pilot was small, it was a working
model showing the capabilities of H-Net as an Automatic Meter Reading device.
The initial pilot demonstrated H-Net's technology, which acquires real time
data from an electric meter, processes this data to show power usage and cost,
and can display this information via the Internet.

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

Based upon H-Net's success in its initial pilots in proving H-Net as a viable
system of administration and reporting for the reading of electric meters, we
released a third pilot test project for 2001. We expect to begin testing H-Net
with third parties (beta testing) in the 2nd quarter of 2002. We are in the
process of developing the final cost reduced version of H-Net for commercial
deployment in 2002.
<page> 2
<b>
H-Net At Work
</b>
H-Net is new technology developed to allow energy companies to have a wireless
network of intelligent electric meters, each unit talking to each other and
passing data back and forth, allowing real-time electric consumption data and
statistics to be collected. Energy Service Providers will save money by
efficiently collecting accurate electric usage profiles and using this nearly
real-time electric usage data to competitively bid for electricity in the newly
deregulated electricity market.

Detailed information and charts can be easily created to help plan for the
electric needs of the future.  Through the use of the H-Net system an Energy
Service Provider can tell exactly how much electric power a metropolitan area,
a neighborhood, or even an individual house is using since each individual H-
Net unit can individually identified in the field. Customers will have the
ability to check their electric usage and billing rates in real time through
the Internet thus promoting energy conservation.
<b>
The H-Net Wireless Network Vision
</b>
H-Net will provide an electric or utility company with the ability to provide
its customers with information through the Internet. The site could provide
electric usage data that would show when electricity is used every 15 minutes
of every day and the related costs to each of its customers, allowing its
customers to analysis, identify and capture cost savings opportunities.

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

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

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

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

H-Net can provide lower electricity costs, quicker transactions with less
paperwork and less potential for errors, and increase asset utilization.
Customer satisfaction will be enhanced through choice and costs savings, thus
increasing customer loyalty.
<b>
Electric Meter Market
</b>
There are 125 million electric meters in the United States. Out goal is to
capture 1% national market share and 10% of the California energy market.


           National Automatic Electric Meter Reading Figures

Description                                 Electric Meters Total Electric
-----------------------------------         ------------------------------
Meters in United States                                 125,000,000
U.S. Market Share Approx. 1%                              1,250,000
Electric Meters in California                            12,500,000
California Market Share Approx. 10%                       1,250,000
 <b>
Government Regulation
</b>
The restructuring of the utility market in the United States has required
reading meters much more frequently than the current practice of once a month,
thus making the manual meter reading techniques currently in use inadequate.
The market needs a new technology, which can simultaneously meet performance
and price requirements of this market.

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

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

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

      H-Net hardware is in cost reduction development and completion is
      expected by the end of this year 2001.

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

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

      We anticipate deployment of large-scale networks (1,000 units) in the 2nd
      quarter of fiscal 2002.

      We have spent nearly $3 million in the last two fiscal years and through
      March 31, 2001 on research and development of the H-Net System.
<b>
Operations
</b>
During the initial design and engineering phases for the products, we have
maintained low overhead costs and will do so until manufacturing and sales are
underway.  Additional staffing will take place as needed during the coming
months, including Managerial, Clerical, Administration, Sales, Marketing, and
Customer Service.

We will lease suitable office facilities for our operations within the
Southern California area.  We will initially utilize existing manufacturers
to produce our products and so will not have a short term need to lease or
build manufacturing facilities.
<page> 5
<b>
Our Strategy
</b>
Our deployment strategy is to capture the priority placement of H-Net for
testing. We have reached an agreement for the evaluation of H-Net in the
Advanced Power and Energy Program at University of California in Irvine,
California. The program is a three level program of extensive laboratory and
field-testing, and evaluation consisting of
the following:

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

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

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

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

In addition to University of California and the Advanced Power and Energy
Program, we plan to do beta field testing with various utilities and energy
service providers across the country. Generally, we plan to begin in California
and then move on to major cities across the country.
<b>
Anticipated Revenues And Marketing
</b>
Once we are in the deployment stage of our H-Net system we
anticipate the following gross revenues per meter per month

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

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

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

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

      Acquire and retain strategic beta test placement locations;

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

      Secure meter manufacturing partners and e-commerce sponsorship;

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

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

We will be providing licenses to meter manufactures so that they incorporate
our H-Net technology into their electric meters. We will derive a small royalty
per meter sold with H-Net integrated inside. The true revenues for us are
through the reoccurring monthly service charges revenues of reading and
archiving the data from the meters in the field. It is very similar to a
shaving razor. The owner of the razor needs to buy replacement blades as long
as he has that razor. Similarly, we are the only ones that can gather the data
from the H-Net meters in the field. So the more meters out in the field the
larger the reoccurring monthly service charge there is for us.
<page> 7
<b>
Competition
</b>
     ITRON          Itron provides Automated Meter Reading systems and has
                    installed systems worldwide, with a total of over
                    15 million units. Itron provides "drive-by" automated
                    meter reading equipment.

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

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

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

     METRICOM       Metricom is a provider of wireless communication
                    networks with fixed-wireless networks are installed
                    in the San Francisco Bay Area, Seattle, Washington
                    D.C., and 10 universities.  Metricom and Whisper
                    Communications, Inc., in Sunnyvale, California,
                    have formed an alliance to provide Automated Meter
                    Reading systems.  Systems are installed at KN Energy
                    and Pacific Gas & Electric Company. Recently they
                    have also teamed up with Schlumberger to form an
                    alliance.
<b>
Employees
</b>
We have five full time employees and a four person advisory board.  These
employees are involved in executive, corporate administration, operations, and
sales and marketing functions. We also use the services of outside consultants
and experts on many of our projects to help reduce costs.
<b>
Item 2. Description of Property
</b>
The Company's principal operation center is located at 24370 Avenue Tibbitts,
Suit 130, Valencia, California 91355.  This 1000 sq. ft. space is leased for
$1,244.50 per month.

Additional office space was located at 7260 Spigno Place, Agua Dulce,
California 91350. This space was 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. This office space lease was terminated in
September 2000.

With expansion of the H-Net Wireless Network it will be necessary to lease
additional office space in the future.
<page> 8
<b>
Item 3.   Legal Proceedings
</b>
On December 13, 1999 the Company and Southern Arizona Graphic Associates, Inc.
("Arizona Lithographers") settled a civil lawsuit filed on June 28, 1999 in the
Pima County, Arizona. The Company issued Arizona Lithographers 26,087 shares in
exchange for certain photographic rights and reprints. The case was dismissed
with prejudice on December 15, 1999.

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

On March 5, 1999 the Company entered into an Amended Final Judgment of
Permanent Injunctive Relief with the Securities and Exchange Commission ("SEC")
in Securities and Exchange Commission v. Conectisys Corp. et al., Civil Case
number 96-4146 (MRP). The Company and the SEC agreed on a settlement in which
the Company would dismiss its then pending appeal and take a permanent
injunction that the company would not in the future violate sections 5(a),
5(c), 17(a) d, 10(b), 10(b-5), or 15(c); in return the SEC would not demand the
previously ordered disgorgement of  $175,000.00.
<b>
Item 4.   Submission of Matters to a Vote of Security Holders
</b>
The 2000 annual stockholders meeting was held on March 15, 2000. Record holders
of the Common stock as of February 14, 2000 (the "Record Date") were entitled
to vote at the Meeting. As of the Record date, there were 15,609,888 shares of
Common Stock issued and outstanding. Holders of the Common Stock on the Record
Date were entitled to one vote for each share held as of the Record Date.  The
nominees for the Board of Directors were Robert Spigno, Lawrence Muirhead and
Melissa Weger. The nominees received 74.7% of the possible votes and were
retained as the current Board of Directors until the next annual meeting of
shareholders.

The 2001 annual stockholders meeting was held on May 30, 2001. Record holders
of the Common stock as of April 16, 2001 (the "Record Date") were entitled to
vote at the Meeting. As of the Record date, there were 25,796,938 shares of
Common Stock issued and outstanding. Holders of the Common Stock on the Record
Date were entitled to one vote for each share held as of the Record Date.  The
nominees for the Board of Directors were Robert Spigno, Lawrence Muirhead and
Melissa Weger. The nominees received 75.4% of the possible votes and were
retained as the current Board of Directors until the next annual meeting of
shareholders.
<page> 9
<b>
PART II
</b>
Item 5.   Market for Common Equity and Related Stockholder Matters

The Company is authorized to issue 250,000,000 shares of no par value Common
Stock.  As of the date of this Offering the Company had 24,046,938 shares of
Common Stock issued.

ConectiSys Corporation's holders of Common Stock are each entitled to cast one
vote for each Share held of record on all matters presented to shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the
outstanding Common Stock can elect all directors. There are however 140,020
shares of Class A Preferred Stock, $1.00 par value, outstanding and up to One
(1) million shares are authorized that can be issued with super voting rights
of 100 to 1 (100 votes for each share of Class A Preferred Stock).

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

Holders of Common Stock do not have preemptive rights to subscribe to
additional shares if issued by the Company.  There are no conversion,
redemptions, sinking fund or similar provisions regarding the Common Stock.
All of the outstanding Shares of Common Stock are fully paid and non-assessable
and all of the Shares of Common Stock offered thereby will be, upon issuance,
fully paid and non-assessable.

Holders of Shares of Common Stock will have full rights to vote on all matters
brought before shareholders for their approval. The holders of Common Stock
will have no conversion, preemptive or other subscription rights.  The Shares
of Common Stock outstanding at the Closing will be validly issued, fully paid,
and non-assessable.

As of November 1, 2000, there were over 2500 shareholders of record of the
Company's common stock.
<b>
Price Range Of Common Stock
</b>
Our Common Stock is listed on the electronic bulletin board under the symbol
"CNES".  The following table sets forth the range of high and low sales prices
for the Common Stock as reported by the electronic bulletin board for each
period since 1999 (calendar years):

            Year    Quarter          Avg.Close     High    Low
            1999
                    First Quarter      0.644       0.712   0.589
                    Second Quarter     0.434       0.455   0.406
                    Third Quarter      0.782       0.833   0.743
                    Fourth Quarter     0.688       0.748   0.631
            2000
                    First Quarter       1.70       1.85    1.619
                    Second Quarter     0.746       1.11    0.468
                    Third Quarter      0.579       0.624   0.546
                    Fourth Quarter     0.219       0.251   0.199
            2001
                    First Quarter      0.188       0.740   0.090
                    Second Quarter     0.243       .0380   0.140
<page 10>
<b>
The Preferred Stock
</b>
The Company's Board of Directors is currently authorized to issue 50,000,000
shares of Preferred Stock; the Board of Directors has authorized the issuance
of 1,000,000 shares of Class A Preferred Stock with 100 to 1 voting rights.  At
the present time there is 140,020 shares of Class A Preferred Stock issued and
outstanding, all of which is owned by the CEO and President of the Company,
Robert A. Spigno.

Further the Board of Directors has authorized the issuance of 1,000,000 shares
of Class B Preferred Stock, which is convertible at any time at the rate of 10
shares of Common Stock for each share of Class B Preferred Stock. Such
Preferred Stock may have the effect of delaying or preventing a change in
control of the Company without further shareholder action and may adversely
affect the rights and powers, including voting rights, of the holders of Common
Stock.
<b>
Voting Rights
</b>
Holders of the Company's Common Stock are entitled to one vote per share for
each Common Share held of record by Company shareholders. Class A Preferred
stockholders are entitled to 100 votes per Share for each share of Class A
Preferred Stock.
<b>
Dividend Policy
</b>
The Company does not currently intend to declare or pay any dividends on its
Common Stock, except to the extent that such payment is consistent with the
Company's overall financial condition and plans for growth.  As the Company
obtains the projected profits, substantial dividends may be delivered to the
shareholders of record.  Any future determination to declare and pay dividends
will be at the discretion of the Company's Board of Directors and will be
dependent on the Company's financial condition, results of operations, cash
requirements, plans for expansion, legal limitations, contractual restrictions
and other factors deemed relevant by the Board of Directors.
<b>
Stock Issuances
</b>
In October 1999, the Company re-acquired and canceled 17,500 common shares from
the former president of PrimeLink, in return for a $12,000 consulting
agreement.

During the months October, 1999 through March, 2000, the Company issued a total
of 241,200 shares of its common stock valued at $52,919 in a private placement,
which management believes are exempt from registration under 4(2) of the 1933
Securities Act.  In conjunction with this issuance and the March through
September, 1999 issuance noted above, certain shareholders received warrants to
purchase 506,500 shares of common stock at $2.00 per share through November 1,
2001.

During the period October, 1999 through September, 2000, the Company issued a
total of 2,612,796 shares of its common stock to various consultants for
services rendered and to be rendered (retainer of $128,611) totaling
$1,051,932.
<page> 11
In November, 1999, the Company received cash of $66,927 to cover the balance
due on an old subscription for 300,000 shares of the Company's common stock.

In November, 1999 through September, 2000, the Company issued 240,000 shares of
its common stock to its outside accountant for services rendered and to be
rendered (retainer of $4,935) in the amount of $130,000.

In December, 1999 and February, 2000, the Company issued 879,309 shares of its
common stock to current and former officers for accrued compensation in the
amount of $419,747.

In December, 1999, the Company issued an additional 19,804 shares of its common
stock valued at $7,195 (net of 6,283 canceled shares valued at $10,805) in full
settlement of a vendor dispute.

506 Private Placement Offering - On February 1, 2000 the Company began a
Private Placement Offering under Regulation D, Rule 506 in two (2) year, and
10% interest bearing Convertible Notes.  The Notes were convertible to
restricted common stock at a rate of 50% of the market price at the date of
conversion. These notes were only sold to accredited investors as the term is
defined in the private placement memorandum and rule 501(a) of regulation D
promulgated by the Securities and Exchange Commission (SEC) under the 1933 act
with a minimum investment OF $25,000.00. The Private Placement Memorandum can
be viewed in its entirety on the Company's web site www.conectisys.net. The
Company sold $195,000.00 in Promissory Notes. All of the notes have been
converted to the Company's restricted common stock. A Form D was filed with the
SEC as required by Regulation D of the 1933 Exchange Act.

In February and March, 2000, a consultant exercised 250,000 common stock
options at $125,000 ($0.50 per share)

In March, 2000, the Company issued 20,000 shares of its common stock for
$16,000 in legal services.

In March, 2000, the Company issued 500,672 shares of its common stock in
subscriptions and private placements totaling $195,000, which management
believes are exempt from registration under 4(2) of the 1933 Securities Act.

In March, 2000, the Company issued 135,000 shares of its common stock to an
officer for $89,042 in cash.

In March, 2000, the Company adjusted the exercise price on 2,600,000 common
stock options previously issued to two officers and an employee, resulting in
an increase in compensation expense of $1,113,610.

In April, 2000 through September, 2000, the Company issued 1,019,800 shares of
its common stock through cash subscriptions totaling $242,450, which management
believes are exempt from registration under 4(2) of the 1933 Securities Act,
and for which $15,450 (representing 61,800 shares) had not yet been collected
as of September 30, 2000.

During April, 2000 through September, 2000, an additional 242,560 shares of the
Company's common stock were issued in a private placement totaling $68,087,
which management believes are exempt from registration under 4(2) of the 1933
Securities Act. In conjunction with these and previous issuances, certain
shareholders received warrants to purchase 446,305 shares of the Company's
common stock at $2.00 per share through September 1, 2002.

In May, 2000, the Company's CEO exercised 2,056,346 common stock options and
20,000 Class A Preferred stock options in exchange for debt and accrued
compensation aggregating $509,972.  $407,735 was transferred from stock options
exercisable to common stock as a result of this transaction.
<page> 12
In June, 2000, a note-holder converted $200,000 principal value of debt into
800,000 shares of the Company's common stock (at $0.25 per share).

In August and September, 2000, three officers and an employee received 539,389
shares of the Company's common stock as payment for $229,693 of accrued
compensation.

In September, 2000, old liabilities of $108,020 were transferred to
shareholders' equity (deficit) in recognition of additional paid-in capital.

In September, 2000, the Company issued 500,000 common stock options to a
consultant valued at $43,900 (representing a floating exercise price that was
15% below the current market price of the Company's common stock).

In October, 2000, the Company issued 141,777 share of common stock valued at
$30,907 to the officers for compensation.

In October, 2000, the Company issued 66,414 share of common stock valued at
$19,200 to a consultant for services rendered.

In November, 2000, the Company issued 50,000 share of common stock valued at
$20,000 to a consultant for services rendered.

In December, 2000, the Company issued 110,000 share of common stock valued at
$12,005 to two consultants for services rendered.

In January, 2001, the Company issued 400,000 share of common stock valued at
$34,000 to a consultant for services rendered.

In January 2001, the Company issued 1,000,000 share of common stock for $78,772
cash.

In January 2001, the Company issued 300,000 share of common stock to convert
$75,000 of debt outstanding.

In March 2001, the Company issued 100,000 shares of common stock valued at
$18,776 to a consultant for services rendered.

In April 2001, the Company issued 450,000 shares of common stock valued at
$48,600 to members of the Advisory Board.

In April 2001, the Company issued 3,356,270 shares of common stock valued at
$376,794 as accured compensation to officers of the Company for the 1st and 2nd
quarters of the fiscal year 2001.

In April 2001, the Company issued 261,974 shares of common stock valued at
$37,976 for services.

In June 2001, the Company issued 491,419 shares of common stock valued at
$132,683 for services.

In July 2001, the Company issued 100,000 shares of common stock valued at
$25,000 for services.

The Company believes the shares issued in these transactions did not involve a
public offering and were made in reliance upon an exemption from registration
provided by Regulation D and Section 4(2) of the Securities Act of 1933, as
amended.
<page> 13
<b>
Item 6.   Management's Discussion and Analysis or Plan of Operation
</b>
The following is our plan of operation for the following 12 months.

We are in the process of the final development of an Automated Meter Reading
Network called H-Net. The products and services that we intend to offer are
described in the "Business" description below. We have not begun to generate
revenues, and the report of our independent auditors on our financial statements
as of September 30, 2000 and 1999 contains an explanatory paragraph which raises
substantial doubt about our ability to continue as a going concern. This going
concern exception to the auditors' report highlights our need to actively pursue
new debt and/or equity financing in order to continue operations and achieve our
goals.

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

     $250,000 for the final hardware development and cost reduction of our H-Net
     product design;

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

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

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

     An additional $2,000,000 to manufacture and delivery the test units to the
     field for testing deployment.

In conjunction with the deployment effort described above, H-Net will construct
its own networks, which will feed into our main Net Operating Center for storage
of the meter reading data from the field. The H-Net network will require
computer servers known as Base stations in each test area.

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

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

We have other notes payable with balances of $385,937 as of March 31, 2001. The
notes bear interest at rates ranging between 0% to 18%, and are payable on
demand.

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

During April 2001, we issued a Convertible note in the amount of $300,000, and
received gross proceeds of $300,000. The note bears interest at the rate of 8%
and maybe converted into our shares of common stock at a rate of the lower of
80% of the average of the three (3) lowest closing prices of the common stock
during the thirty (30) days immediately preceding the (a) Subscription Date and
(b) conversion date.
<page> 14
If we are required to pay our outstanding notes before we have any additional
funding, we will not have sufficient working capital to fund our operations.
Consequently, we need and hope to raise additional funds in the amount of
$2,000,000 through a combination of additional funding through equity or debt
financings.

There can be no assurance, however, that such funds will be available. If we are
not successful in raising additional funds, we might be forced to delay, scale
back or eliminate certain product and service development programs or cease
operations altogether.
<b>
The April 2001 Convertible Note
</b>
The agreements and instruments relating to the rights and obligations of the
convertible note issued in April 2001 are filed as exhibits to the registration
statement, of which this prospectus forms a part. We urge you to read them in
their entirety.

On April 12, 2001, under the terms of a subscription agreement between Laurus
Master Fund, Ltd., and us, we sold an 8% convertible note with a face value of
$300,000. David Grin and Eugene Grin are the principals of Laurus Master Fund.
Its principal offices are located at c/o Onshore Corporate Services Ltd., P.O.
Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman
Islands.
<b>
The Terms Of The Notes Include:
</b>
      Maturity date of six (6) months from the date of issuance;

      Conversion price of the note in the principal amount of  $300,000 is the
      lower of:

      $.136 or 80% of the average of the three lowest closing bid prices for our
      common stock for the 30 trading days preceding the conversion date;

      As of August 3, 2001, the conversion price for the note was $0.128 which
      is below the market price of our common stock;

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

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

      If we are unable to issue the shares of common stock within five business
      days of when the note is convertible, then we must pay a late fee of $100
      per business day after the date when the converted note shares were
      required to have been issued, for each $10,000 in principal amount of the
      note being converted and, at the note holder's election, we must also pay
      to the note holder a sum of money determined by multiplying the principal
      of the notes not convertible as a result of such failure by 125%, together
      with accrued but unpaid interest on the notes; for example, if we do not
      issue shares of common stock, in a timely manner, upon a full conversion
      of the $300,000 note, we could be required to pay a penalty of $75,000;
<page> 15
      If we do not deliver the shares of common stock to the holder upon a note
      holder's conversion of the note, the note holder may purchase such number
      of shares in the open market, or otherwise, in order to satisfy a sale by
      the note holder; we will then be required to pay to the note holder the
      amount in cash by which the note holder's total purchase price of the
      shares exceeds the aggregate principal amount of the note, plus interest.
      For example, if the note holder purchases shares having a purchase price
      of $11,000 to cover shares to be sold with respect to an attempted
      conversion of $10,000 of principal and/or interest, we will be required
      to pay the note holder $1,000 plus interest;

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

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

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

      All principal and interest due on the outstanding April 12, 2001 note
      become immediately due and payable on October 12, 2001, or earlier in the
      event of a default;
<b>
Events Of Default Include:
</b>
      The registration statement, of which this prospectus is a part, is not
      declared effective on or before October 12, 2001;

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

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

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

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

      Our common stock is delisted from, or we do not comply with the conditions
      for listing on, a principal market.
<b>
The Warrant
</b>
      We issued a Warrant to purchase up to 1,000,000 shares of our common
      stock.

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

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

      The Warrant has adjustment provisions for standard dilution events
      including stock splits, stock dividends and similar transactions.
<page 16>
<b>
Registration Rights
</b>
Under the terms of the Subscription Agreement, we are required to file a
registration statement registering for resale at least 200% of the shares of our
common stock which would be issuable upon conversion of the note, and such
shares must be reserved and set aside solely for the benefit of the note holder.
<b>
Restriction On Future Financing
</b>
Until the passage of the later of (a) 180 days after the effectiveness of the
registration statement of which this prospectus is a part, or (b) April 12,
2003, we are restricted from issuing any equity, convertible debt or other
securities which are or could be, by conversion or registration, free-trading
securities, except for the following issuances, among others:

      Equity or debt issued in connection with us acquiring a business or
      assets;

      Stock issued in connection with us establishing a joint venture,
      a partnership or creating a licensing arrangement; or

      Stock or stock options granted to our employees or directors pursuant to a
      plan, which has been approved by our shareholders.
<b>
Limitation On The Investors' Ownership Of Our Shares
</b>
We cannot require the selling stockholder to convert the note, in full or in
part, into shares of our common stock, or exercise its Warrant, in full or in
part, if it would result in it owning more than 9.99% of all of our common
stock, as would be outstanding on that purchase date, conversion date or
exercise date, when aggregated with all other shares of common stock then owned
by the selling stockholder beneficially or deemed beneficially owned by such
selling stockholder, including shares of common stock into which such note is
convertible or into which such Warrant is exercisable, as determined in
accordance with Section 16 of the Exchange Act.

However, the selling stockholder may waive the conversion and/or exercise
limitations. Additionally, this restriction does not prevent the selling
stockholder from converting its note in whole or in part, or exercising its
warrant in whole or in part, and selling some of its holdings, and then
converting such note or exercising such warrant into additional shares. In this
manner, the selling stockholder could sell more than 9.99% of our common stock,
while never holding more than this limit.
<b>
Fund Manager's Fees
</b>
On April 12, 2001, at the closing of the sale of the Convertible note, we paid
the following fund manager's fees: $30,000, which is 10% of the aggregate
purchase amount of the note. This fund manager's fee was paid to Laurus Capital
Management, L.L.C., which is the fund manager of the investor. In addition, we
agreed to pay fund manager's fees of 10% of actual cash proceeds from the
exercise of the April 2001 warrant.

Failure to pay the fund manager's fees constitutes an event of default under the
notes. This default would result in all principal and interest due on the
outstanding notes becoming immediately due and payable.
<page> 17
<b>
Reasons For Our Accepting The Financing
</b>
At the time our Board of Directors approved the April 12, 2001 financing, these
were the most attractive terms for viable funding that we could find. We
carefully reviewed several different proposals before accepting funding from
the Investors.  The stock market's significant volatility over the preceding
months and lacking any other acceptable sources of funding, our Board accepted
the financing in spite of some of the potentially adverse effects of the
financing.
<b>
Dilution
</b>
As of August 7, 2001, we had issued and outstanding 30,507,601 shares of common
stock and had 50,000,000 shares of common stock reserved for possible future
issuances upon conversion of the note, Sale of Stock pursuant to the Private
Equity Credit Line Agreement, and the warrants issuable with respect to the
note and the Private Equity Credit Line Agreement. In addition, we have
reserved an aggregate of 16,805,469 shares of common stock for issuance
pursuant to warrants and options outstanding.

The existence of the note and Warrant issued to the selling stockholder pursuant
to the Subscription Agreement signed on April 12, 2001, may adversely affect the
terms on which we may obtain additional equity financing. Moreover, the holders
are likely to exercise their rights to acquire common stock at a time when we
would otherwise be able to obtain capital with more favorable terms than we
could obtain through the exercise of such securities.
<b>
Dilution Effects Of The Securities Underlying The Subscription Agreements
</b>
The following table represents the number of shares of our common stock
issuable upon conversion of the note issued and the percentage of our
outstanding shares such number of shares would represent, assuming the $300,000
note plus interest of $6,720 is fully converted, and assuming the purchase
price is 0%, 25%, 50% and 75% respectively, discounted from the current trading
price of our common stock. The conversion of note and/or exercise of warrant
may result in a change of control of Conectisys.

                                                              Percentage of
                     Conversion Price                       Company's Common
     Market Price   80% of Market Price)  Number of Shares       Stock
         $0.18          $.136 (1)             2,255,294           6.9%
         $0.16          $.128                 2,396,250           7.3%
         $0.12          $.096                 3,195,000           9.5%
         $0.08          $.064                 4,792,500          13.6%  (2)
         $0.04          $.032                 9,585,000          23.9%  (2)

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

2.   Even though the selling shareholder may not convert the note into more
     than 9.99% of the then outstanding common stock, the selling security
     holders can waive the 9.99% limitation and thus allowing the conversion
     of the note into common stock with no upper limit on the number of shares
     that may be issued.
<page> 18
<b>
Private Equity Credit Line Agreement
</b>
On May 1, 2001, we entered into a New Private Equity Credit Line Agreement with
a group of private investors ("Investors", see chart below) to provide
financing to the Company in an aggregate amount of $15.0 million through the
sale of restricted common stock for a period of thirty-six (36) months. This
New Agreement replaces the previous Agreement signed on February 1, 2001. The
new Agreement entitles us to sell restricted common stock with registration
rights, referred to as a  "Put". The amount of the Put may not exceed the
lesser of $500,000 or ten percent (10%) of the daily volume weighted average
price of the common stock for the twenty-two (22) Trading Days after the Put
date ("Valuation Period"), multiplied by the reported daily trading volume of
the common stock for each such day. Notwithstanding the maximum amount limits,
the minimum Put amount is $250,000. There must be at least 30 days between each
Put and seven (7) days since the last closing of Put. The Purchase Price per
Put share of common stock shall be based on the Average Daily Price (the daily
volume weighted average price of the common stock) on each separate Trading Day
during the Valuation Period.  The number of Put shares to be purchased by the
Investors shall be determined on a daily basis during each Valuation Period and
settled on two Closing Dates defined as the thirteenth (13th) Trading Day
following the Put date and the second Trading Day following the Valuation
Period. The sale price of the stock is 84% of each Average Daily Price during
the Valuation Period. If the daily volume of shares of common stock traded on
any Trading Day during the Valuation Period is fewer than 100,000 shares of
common stock ("Low Volume Day), the Investor shall not be required to purchase
the Put shares otherwise to be purchased for such Low Volume Day.  In such
case, one-twenty-second (1/22nd) of the Investment Amount shall be withdrawn
from the Investment Amount for each such Low Volume Day, the Valuation Period
will be extended one additional Trading Day for each such Low Volume Day and
the withdrawn Investment Amount shall be applied to the corresponding extended
day.  The maximum number of Low Volume Days for which such extensions shall be
permitted is five days.  The Investors may elect not to have such amount
withdrawn from the Investment Amount and instead purchase Put Shares
corresponding to any Low Volume Day.  We have 45 days after close of the Put
sale to file and have effective a registration statement in place for the Put
shares purchased.

<u>Warrants</u> - The investors are also entitled to purchase common stock from
us through Warrants. The investors have the right to purchase one (1) share
common stock for every $2.00 in common stock purchased pursuant to a Put by the
Company. The exercise price of the Warrants are equal to 120% of the lowest
closing bid price during the Valuation Period of the Put. The Warrants are
exercisable for four (4) years from the date of issuance.
<page> 19
The following chart discloses the principal(s) of the "Investors" in the
Private Equity Credit Line Agreement and the person(s) with investment and
dispositive power:

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

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

      Keshet L.P.                  Abraham Grin          John Clark

Laurus Master Fund, Ltd., Keshet Fund LP and Keshet LP are under common control
and all shares registered hereunder may be deemed to be beneficially owned by
such control person.
<b>
Results of Operations
</b>
We realized a net loss from operations of $710,402 for the six (6) months
ending March 31, 2001 as compared to a net loss of $3,011,472 for the same six-
month period in 2000. This 93% reduction was due to a reduction of $2,786,524
(from $2,786,524 in the first six months of fiscal 2000 to $134,888 in first
six months of fiscal year 2001) of common stock issued in connection with the
performance of various services to the Company. We had no revenue for the six
(6) months of the both fiscal years 2001 and 2000.

We realized a net loss from operations of $3,576,910 for the fiscal year end
September 30, 2000, a 270% increase from the  fiscal year end 1999, which had a
net loss from operations of $1,323,831. The increase was again to due to the
amount of stock issued in connection with the performance of various services
for the Company.  $990,949 in common stock was issued for services in fiscal
year 2000 and only $,349,354 in the fiscal year 1999.  We had no revenue for
the fiscal year end September 30, 2000 and $25,655 for the fiscal year 1999.

Our net losses will continue for through the fiscal year 2001 and into the
fiscal year 2002 until the acceptance of the H-Net product as a viable
automated meter reading system. However, due to our Private Equity Credit Line
Agreement we will be able to fund our future development of the H-Net product
without issuing common stock for services thus saving us substantial money.
<b>
Plan of Operation
</b>
We had losses from operations for the six (6) month period ending March 31,
2001 decreased from the same period last year.  Our loss on operations for the
fiscal year end September 30, 2000 increased 170% from the prior year for the
same period.  These losses are attributed to our continued research and
development associated with our H-Net Wireless Network, marketing and general
expenses.  We will over the next 12 months, rely on additional funding through
the sale of common stock
<page> 20
<b>
Liquidity and Capital Resources
</b>
To date, we have been unable to generate any significant cash flows from our
business operations. As a result, we have funded our operations through
investor financing, including sales of common stock and the exercise of
warrants and options. During the fiscal year 2000 and the six months ended
March 31, 2001 we raised a total of $933,646 through these means. We also
issued stock for services amounting to $1,125,837. We have also used debt to
fund our operations. Until such time as we are able to generate significant
cash flow from operations through increased sales of our products, we will be
required to continue our reliance on investor financing and debt to fund our
operations. At March 31, 2001, cash and cash equivalents totaled a negative
balance of $10,902. Current liabilities at March 31, 2001, consisting primarily
of accounts payable, accrued compensation, and short-term debt, exceeded
current assets by $1,349,485.

As of fiscal year end September 30, 2000, we had a working capital deficit of
$888,172 consisting of $192,234 in current assets and $1,080,406 in current
liabilities.  We had a working capital deficit of  $2,070,074 at fiscal year
end 1999.

We had total assets of $158,546 as of March 31, 2001, and total liabilities of
$1,508, 031.  Shareholder deficit is $1,349,485, as compared to a deficit of
$1,631,362 as of March 31, 2000.

We had total assets of $285,538 as of the fiscal year end September 30, 2000
and total liabilities of $1,155,406.  Shareholder deficit is $869,868 as
compared to a deficit of $1,935,002 fiscal year end 1999. We issued 9,539,376
shares of common stock for cash, reduction of debt and services during the
fiscal year ending September 30, 2000.

As of March 31, 2001, we have no capital expenditure obligations.

We can sell up to $500,000 worth of our common stock through the Private Equity
Credit Line Agreement we entered into on May 1, 2001. The maximum amount we can
sell is $15 million worth in the next 34 months.

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

We used the initial funding received from the April 12, 2001 Convertible note
as follows:

        $50,000   H-Net Hardware Redesign for cost reduction
        $25,000   H-Net Network Operating Center Upgrades
       $193,000   General Operating Expenses

Even with the Private Equity Credit Line Agreement for $15 million there can be
no assurance that the market for our stock will be such that adequate funding
will be available to us. The report of our independent auditors on our
financial statements for the years ended September 30, 2000 and 1999 contains
an explanatory paragraph, which indicates that we have incurred losses and have
a working capital deficiency. This report raises substantial doubt about our
ability to continue as a going concern. This report is not viewed favorably by
analysts or investors and may make it more difficult for us to raise additional
debt or equity financing needed to run our business, and may have a negative
effect on the market for our common stock.
<page> 21
<b>
Cash Flows
</b>
We had a net loss for the six (6) month period ending March 31, 2001, of
$710,402.  The cash used in operations toward this loss was $197,909.

We had a net loss for the fiscal year ended September 30, 2000 of  $3,576,910.
The cash used in operations toward this loss was $933,861.  The largest area of
loss was the result of non-cash transactions to the Company. Services to the
Company that were not paid with cash totaled $2,136,459.  We issued shares for
$823,975 of stock restricted under Rule 144 and incurred $182,000 in debt to
finance the operating losses for the fiscal year ended September 30, 2000.
<b>
Effect of Inflation
</b>
Inflation did not have any significant effect on the operations of the Company
during the fiscal year ending September 30, 2000.  Further, inflation is not
expected to have any significant effect on future operations of the Company.
<b>
The Financial Accounting Standards Board (FASB) Impact
</b>
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.
<page> 22
<b>
Item 7.   Financial Statements
</b>
See pages F-1 through F-39 for this information.


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)

                                                            Page No.

INDEPENDENT AUDITORS' REPORT                                  F-1

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet                                    F-3
Consolidated Statements of Operations                         F-5
Consolidated Statements of Changes in
 Shareholders' Equity (Deficit)                               F-6
Consolidated Statements of Cash Flows                         F-11
Notes to Consolidated Financial Statements                    F-14

Financial statements are audited and included herein beginning on page
F-1 and are incorporated herein by this reference.
<b>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
</b>
None.
<b>
PART III

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

MANAGEMENT
</b>
	The officers and directors of the Company are as follows:

Name	               Age	Position

Robert A. Spigno       45	Chairman of the Board of Directors,
                                & CEO

Rodney W. Lighthipe    52	President

Lawrence Muirhead      40	Chief Technical Officer and Director

Patricia Spigno        42	Chief Financial Officer, Treasurer and Secretary

Melissa Weger          24	Corporate Administrator and
                                Director

The term of office of each director of the Company ends at the next annual
meeting of the Company's stockholders or when such director's successor is
elected and qualifies.
<page> 23
The following is a brief description of the business background of the
directors/key employees of the Company.
<b>
Robert A. Spigno, Chairman of the Board of Directors & Chief Executive Officer
</b>
Robert A. Spigno, age 45, has been Chief Executive Officer, President and
Chairman of the Board of the Company since August 1995.  Prior thereto, Mr.
Spigno received his general contractors license from the State of California in
1978, and then ventured out to the home building industries as a sole
proprietor.  In 1989, he formed a California corporation named S.W. Carver
Corporation, for which Mr. Spigno served as President and Chairman of the Board
since 1989. Mr. Spigno brings over 25 years of experience in executive
management and majority ownership of several privately held companies.  He has
been instrumental from concept to profitability in each of his companies, and
offers ConectiSys the vision needed for the years ahead.
<b>
Rodney W. Lighthipe, President
</b>
Mr. Lighthipe, age 52, is the newly appointed President of the Company. Mr.
Lighthipe was formerly the Power Contracts Manager from 1974-1980 for Southern
California Edison in which he opened new transmission paths throughout the
Western United States and Canada for the purchase and sale of bulk electrical
power. He was also Research Manager from 1980-1987 and organized an
International Consortium of Companies for the design, construction and
operation of the world's largest Coal Gasification plant.

Mr. Lighthipe also served as the Director of Research from 1992-1996 for San
Diego Gas & Electric and was responsible for the development and deployment of
new technologies.  Major projects included the installation of photovoltaics in
remote areas and the launch of a "smart card" project employing residential
telephone systems.

Mr. Lighthipe also acted as a Consulting Engineer in the energy and
telecommunications fields as well as serving two tours of duty in Vietnam as a
Lieutenant in the United States Navy.
<b>
Lawrence P. Muirhead, Member of the Board of Directors and Chief Technology
Officer
</b>
Mr. Muirhead, age 40, has been with the Company for over a year and he combines
his excellent record of academic achievement with 18 years of engineering and
research experience in the aerospace industry to help lead the Company in new
product development and deployment.
<b>
Melissa Weger, Member of the Board of Directors and Corporate Administrator
</b>
Ms. Weger, age 24 was appointed as a Director in November 1999 and she was
elected as a Director by the shareholders on March 15, 2000. Ms. Weger has been
a great asset to the Company since her arrival in 1998. Along with her public
relations responsibilities, Ms. Weger manages the daily office activities of
the Company.  Her efforts include the drafting and publishing of the Company's
press releases as well as responding to inquires of the Company's shareholders.
<b>
Patricia A. Spigno, Chief Financial Officer, Secretary and Treasurer
</b>
Ms. Spigno has been an officer of the Company since 1995. She has served in the
past as a Director until 1997. Ms. Spigno brings 22 years experience in
accounting and asset management.  This multi-talented individual adds
professional stability and is the cornerstone of the Company's corporate staff.
Ms. Spigno is the former spouse of Robert A. Spigno, the Company's CEO.
<page> 24
<b>
Committees of the Board of Directors
</b>
The Company has a Stock Option Committee, which currently is composed of Robert
A. Spigno, Lawrence Muirhead and Melissa Weger. The Committee reviews all
option grants under the Company's Non-Qualified Stock Option and Stock Bonus
Plan.
<b>
Item 10. Executive Compensation
</b>
Remuneration for services in all capacities rendered to the Company for 1998
through September 30, 2000 with anticipated fiscal year 2001 compensation to
all directors and officers, and as a total group as follows:
<table>

Compensation for services in all capacities rendered to the Company for the fiscal years ending September 30, 1999,
2000 and with anticipated fiscal year 2001 compensation to all directors and officers, and as a total group as follows:

                                                    Long Term Compensation
                                                                                  ----------------------------------------
                                            Annual Compensation                     Awards                 Payouts
                             ---------------------------------------------------  ------------- --------------------------
                                                                                   Securities
     Name and                Fiscal   Salary          Other Annual   Restricted    Underlying   LTIP       All Other
     Principal Position      Year (1) Cash      Bonus Compensation  Stock Awards    Options     Payouts   Compensation (2)
     -------------------     -------  --------- ----- ------------  ------------   ----------   -------   ----------------
     <C>                     <C>      <C>       <C>   <C>           <C>            <C>          <C>       <C>
     Robert A. Spigno,       1999     $133,333    -0-      -0-        $80,000                                $12,500
     CEO & Director          2000     $160,000    -0-      -0-        $80,000                     -0-        $13,750
                             2001     $160,000    -0-      -0-        $80,000       6,453,634     -0-            -0-

     Rodney W. Lighthipe,    2000     $ 10,000    -0-      -0-        $25,000                     -0-            -0-
     President               2001     $120,000    -0-      -0-       $100,000 (3)     100,000     -0-            -0-

     Patricia A. Spigno,     1999     $ 66,000    -0-      -0-        $40,000                     -0-        $12,500
     Secretary & Treasurer   2000     $ 80,000    -0-      -0-        $40,000                     -0-        $13,750
                             2001     $ 80,000    -0-      -0-        $40,000         500,000     -0-            -0-

     Lawrence Muirhead,      1999     $125,000    -0-      -0-          -0-                       -0-            -0-
     CTO & Director          2000     $150,000    -0-      -0-          -0-                       -0-            -0-
                             2001     $150,000    -0-      -0-          -0-         2,000,000(4)  -0-            -0-

     Melissa Weger,Corp.     1999     $ 30,000    -0-      -0-        $14,000                     -0-            -0-
     Administrator& Director 2000     $ 36,000    -0-      -0-          -0-                       -0-            -0-
                             2001     $ 36,400    -0-      -0-         $5,290         100,000     -0-            -0-

     All Executive Officers  1999     $365,109    -0-      -0-        $134,000                    -0-        $25,000
     and Directors as a      2000     $436,400    -0-      -0-        $134,000                    -0-        $27,500
     group                   2001     $546,400    -0-      -0-        $225,290      9,153,634     -0-            -0-


                        (1)     1999 was a shortened fiscal year because we changed our fiscal year end from November 30
                                to September 30.

                        (2)     Represents compensation from the rental of office space to the Company in 1999 and 2000.


                        (3)     Project bonuses based upon milestones achieved of up to 650,000 shares of restricted common
                                stock.

                        (4)     Lawrence Muirhead, of 2,000,000 common stock options exercisable at $0.50 per share and
                                expiring December 31, 2002. These common stock options will not vest until certain milestones
                                have been attained.
</TABLE>
<page> 25
As of fiscal year 2000, the Directors of the Company do not receive
compensation for their services as directors but may be reimbursed for their
reasonable expenses for attending Board meetings.

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 2000,
but has not yet adopted any such programs.

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. 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 consist of 1,000,000 shares of
the common stock of the Company.  The entire registration has been filled.
600,000 shares were issued to consultants under the Plan for past services
rendered and 150,000 represented retainers on ongoing consulting contracts;
250,000 shares were issued at $.50 per share pursuant to a Performance Award
Option to a Consultant. The entire 250,000-share option was exercised during
the 2nd quarter ending March 31, 2000 resulting in  $125,000.00 in cash to the
Company.

In September 2000, the Company amended its Non-Qualified Stock Option and Stock
Bonus Plan for independent consultants to the Company. The Amended Plan
authorized the issuance of up to one (1) million shares of common stock. In
furtherance of the Amended Plan the Company filed an S-8 Registration Statement
in September 2000. The purpose of the Amended Plan is to further compensate
independent consultants of the Company through the granting of non-qualified
stock options (as described in Sections 83 and 421 of the Internal Revenue
Code).  Shares of stock covered by stock options and stock bonuses consist of
1,000,000 shares of the common stock of the Company. 100,000 shares were issued
to consultants under the Amended Plan for services and 500,000 shares
represented retainers on ongoing consulting contracts.
<b>
Employment Agreements
</b>
1.	The CEO of the Company, Mr. Spigno, entered into an agreement dated
October 2, 1995 (which was amended September 1, 1997 and 1999, and on March 27,
2000) for a period of five years through April 1, 2005, and he is entitled to
receive a base salary of $160,000 per year.  He shall further receive a bonus,
paid at year-end, equal to 50% of the employee's salary, for continued
employment.  The staying bonus will be compensated for with 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 $.3864 per
share.

2.	The President of the Company, Mr. Lighthipe, entered into an agreement
dated September 1. 2000 for a period of six months through March 1, 2001, and
he is entitled to receive a base salary of $120,000 per year.  Mr. Lighthipe
was issued 100,000 shares of restricted common stock as a hiring bonus. He
shall further receive performance bonuses (paid in restricted common stock)
upon successful completion of specific milestones pertaining to the
implementation and deployment of the HNET System. The incentive package could
net Mr. Lighthipe up to 650,000 shares of restricted common stock. He is also
granted an option to purchase up to 100,000 shares of the Company's restricted
common stock at a price $.38 per share.
<page> 26
3. The Secretary and Treasurer of the Company, Ms. Spigno, entered into an
Agreement dated October 2, 1995 (which was amended September 1, 1997 and 1999,
and on March 27, 2000) for a period of five years through April 1, 2005, and
she is entitled to receive a base salary of $80,000 per year.  She shall
further receive a bonus, paid at year-end, equal to 50% of the employee's
salary, for continued employment.  The staying bonus shall be compensated for
with 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 of $.38 per share.

4. 	The Chief Technical Officer of the Company, Mr. Muirhead, entered into
an Agreement dated August 1, 1998 for an initial term of three years, and he is
entitled to receive a base salary of $150,000 per year, with a minimum of
$90,000 to be paid annually in cash and the balance paid (at the option of the
Company) in cash or restricted common stock under rule 144.  He shall receive a
hire-on bonus of $75,000 worth of the Company's restricted common stock under
rule 144, at one-half market price.  Mr. Muirhead shall further receive
performance bonuses (paid in restricted common stock, as above) upon successful
completion of specific milestones pertaining to the implementation and
deployment of certain software (up to $862,500).  If substantially all
performance milestones are met, he is also granted an option to purchase up to
500,000 shares of 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.
<b>
Item 11.  Security Ownership of Certain Beneficial Owners and Management

PRINCIPAL SHREHOLDERS
</b>
As of September 30, 2000, we had 23,527,738 outstanding shares of common
stock.

As of August 3, 2001, we had 30,507,601 outstanding shares of common stock. Each
common share entitles the holder to one vote on any matter submitted to
shareholders for approval.  We authorized 1,000,000 shares of Class A Preferred
Stock, $1.00 par value per share, of which 140,020 shares currently are issued
and outstanding.  Class A Preferred stock has 100 to 1 voting rights.  Also
authorized are 1,000,000 shares of Class B Preferred Stock, $1.00 par value per
share. Class B Preferred stock has conversion rights of 10 common stock shares
for each share Class B Preferred stock, of which there is no stock outstanding.

The following table sets forth information, as of the date hereof with respect
to the beneficial ownership of shares of Common Stock by (i) each person known
by the Company to be owner of more than 5% of the outstanding shares of Common
Stock; (ii) each director and officer; and (iii) all officers and directors as
a group.  The number and percentage of shares beneficially owned is determined
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. The first column of the following chart represents the total number of
actual outstanding shares owned by the named individual, including options and
warrants exercisable within 60 days of August 3, 2001. The second column titled
"Portion Represented by Options and Warrants" shows the portion of the column
one figure represented by options and warrants exercisable within 60 days of
August 3, 2001.
<page> 27 <TABLE>
      Common Stock
                                                           Number of Shares
                                                           Represented by
                                    Total Beneficial       Options or           Percentage of
      Beneficial Owner              Ownership              Warrants             Common Stock
      ---------------------         ----------------       ----------------     -------------
      <C>                           <C>                    <C>                  <C>
      Laurus Master Fund, Ltd.        3,205,883 (4)           1,000,000            5.8%
      C/o Onshore Corporate
      Services Ltd., P.O. Box
      1234 G.T., Queensgate
      House, South Church Street,
      Grand Cayman, Cayman Islands

      Security Ownership of
      Management
      Robert A. Spigno               26,436,210 (5)           7,441,654            47.3%
      Rodney W. Lighthipe               533,343                 100,000              * %
      Patricia A. Spigno              2,423,863                 500,000            4.33
      Lawrence P. Muirhead              971,393                    0               1.74%
      Melissa Weger                     204,138                 100,000              * %

      Total Directors and Officers
      as a whole                     30,568,947               8,141,654            54.7%

           *    Less than 1%.

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

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

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

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

         (5)    Mr. Spigno's owns 4,992,556 shares of Common Stock and 140,020 shares of Class A Preferred Stock, as well as
                on Option to purchase 1,443,654 shares of Common Stock; an Option to Purchase 500,0000 shares of Class B
                Preferred Stock; and an option to purchase 9,980 shares of Class A Preferred stock.
<page> 28
<b>
Shares Eligible For Future Sale
</b>
There are options outstanding to purchase 4,805,459 shares of restricted stock
and 1,000,000 shares of Class B Preferred Stock, which is convertible at a rate
of 10 to 1 into restricted Common Stock or 10,000,000 shares of restricted
Common Stock. We have a total of 14,805,459 in Options for restricted common
stock including the Options for Class B Preferred Stock.

There are 1,561,805 warrants to purchase one (1) share of restricted Common
Stock each at $2.00 per share; 506,500 are exercisable until November 1, 2001,
446,305 are exercisable until September 1, 2002 and the remainder 609,000 are
exercisable until March 3, 2003.

Laurus Master Fund, Ltd. has 1,000,000 warrants to purchase one (1) share of
restricted Common Stock each at $0.192 per share exercisable until April 11,
2005.

Various Consultants have 100,000 shares of common stock options at a 15%
discount from the market price that are exercisable until September 1, 2001.

There are 1,000,000 shares of Class B Preferred Stock Options to purchase one
(1) share of Class B Preferred Stock, which is convertible to ten (10) shares
of restricted Common Stock, at a price of $5.00 per share of Class B Preferred
Stock or if converted $.50 per share of restricted common stock; These Options
are exercisable until November 1, 2002.

There are 9,980 shares of Class A Preferred Stock Options to purchase one (1)
share of Class A Preferred Stock, at a price of $1.00 per share; These Options
are exercisable until December 1, 2001 and are vested with the Company's CEO,
Robert A. Spigno.

There are an additional 2,143,654 options to purchase one (1) share of
restricted Common Stock held by various Directors and Officers of the Company.
<page> 29
<b>
Option Grants
</b>
The following table provides summary information regarding stock options and
warrants granted to our executive officers during the fiscal year ended 2000.
The table excludes a contingent issuance to the Company's Chief Technical
Officer, Lawrence Muirhead, of 2,000,000 common stock options exercisable at
$0.50 per share and expiring December 31, 2002. These common stock options will
not vest until certain milestones have been attained.

                              Options Granted in 2000
                                 Individual Grants
 -------------------------------------------------------------------------------
                      Number of       Percent of Total
                      Securities      Options Granted
                      Underlying      in Fiscal Year  Exercise Price  Expiration
Name                  Options Granted 2000 (%)        ($/Share)        Date
-------------------   --------------- --------------- --------------   --------
<C>                   <C>                 <C>                 <C>      <C>
Robert A. Spigno      1,453,634           ---            $0.3864       12-2-05
                      5,000,000 (1)       ---            $0.50         11-1-02
                          9,980 (2)       ---            $1.00         12-1-01
Rodney W. Lighthipe     100,000           ---            $0.38         3-11-02
Patricia Spigno         500,000           ---            $0.38         12-2-05
Melissa Weger           100,000           ---            $0.38        12-31-02

     1.    Option to Purchase 500,000 shares of Class B Preferred Stock
           convertible to 5,000,000 shares of Common Stock.
     2.    Option to Purchase 9,980 shares of Class A preferred Stock </table>
<page> 30
<b>
Option Exercises and Holdings
</b>
The following table provides summary information concerning the shares of
common stock represented by outstanding stock options and warrants held by
our executive officers as of September 30, 2000.
<table>
                                                                        Year-End Option Values
                                 -----------------------------------------------------------------------------------------------
                                              Number of Securities Underlying
                                                                                                   Value of Unexercised ($)
                                Shares                               Unexercised Options             In-the-Money Options
                                Acquired on     Value                September 30, 2000             September 30, 2000 (1)
     Name                       Exercise (#)    Realized ($)   Exercisable(#) Unexercisable(#)  Exercisable($)  Unexercisable($)
     ---------------------      ------------    ------------   -------------- ----------------  --------------  ----------------
     <C>                        <C>             <C>            <C>            <C>               <C>             <C>
     Robert A. Spigno           2,056,346       805,525 (2)     6,453,634          ---               ---             ---
     Rodney W. Lighthipe           ---             ---            100,000          ---               ---             ---
     Patricia Spigno               ---             ---            500,000          ---               ---             ---
     Melissa Weger                 ---             ---            100,000          ---               ---             ---
     Lawrence Muirhead             ---             ---              ---          2,000,000           ---             ---

          1.    The value of the unexercised  "in-the-money" options and warrants is based on the fair market value of $.38
                per share as of September 30, 2000 minus the exercise price, multiplied by the numbers of shares underlying
                the option or warrant, as the case may be.

          2.    Realized value for Mr. Spigno calculated based a fair market value of $.63 per share on the issue date May 22,
                2000 as follows: 1 million shares at $.20 per share pursuant to a 1 million share Option with an expiration
                date 10-31-00; 500,000 shares for $.15 per share pursuant to a 500,000 share Option with an expiration date
                of 12-31-02; and 556,346 shares for $.3864 per share pursuant to a 2 million share Option granted in Mr.
                Spigno's employment agreement with an expiration date of 12-2-00. All 2,056,346 shares issued were restricted
                common stock, however no discount from the fair market value of free trading has been calculated into the
                "Value Realized" column in this table.
</table>
<page> 31
<b>
Item 12.  Certain Relationships and Related Transactions
</b>
The Company previously leased office space from S.W. Carver Corporation, a
company owned by Robert A. Spigno (President and CEO of the Company) and
Patricia A. Spigno (Secretary and Treasurer of the Company).  The lease was for
a period of twelve months, renewable annually each April at the option of the
lessee.  Effective April 1998, the monthly rent was increased from $2,000 to
$2,500. The lease was terminated in September 2000. Lease expense for the
fiscal year ending September 30, 2000 and the ten-month period ended September
30, 1999 was $27,500 and $25,000, respectively.
<b>
Item 13.  Exhibits and Reports on Form 8-K
</b>
(a)  Exhibits

	Financial Data Schedule
	Financial Statements

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

September 22, 2000, November 24, 1999 and 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: August 7, 2001			     By  /S/ Robert A. Spigno
                                                 Robert A. Spigno, CEO


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

Signature               Title                                       Date

/s/Robert A. Spigno
Robert A. Spigno        Chairman & Chief Executive Officer      August 7, 2001

/s/Rodney W. Lighthipe
Rodney W. Lighthipe     President                               August 7, 2001

/s/Lawrence Muirhead
Lawrence Muirhead       Chief Technical Officer                 August 7, 2001

/s/Melissa Weger
Melissa Weger           Director                                August 7, 2001

/s/Patricia A. Spigno
Patricia A. Spigno      Chief Financial Officer, Secretary,     August 7, 2001
                        Treasurer & Controller
<page> 32
 <pre><font face=Courier><b>
INDEPENDENT AUDITORS' REPORT
</b>



Board of Directors
Conectisys Corporation and Subsidiaries
Valencia, California



We have audited the accompanying consolidated balance sheet of Conectisys
Corporation and Subsidiaries (a development stage company) (the "Company") as
of September 30, 2000, and the related consolidated statements of operations,
changes in shareholders' equity (deficit), and cash flows for the year ended
September 30, 2000, the ten month period beginning December 1, 1998 and ending
September 30, 1999, and the cumulative period from December 1, 1990 (inception
of development stage) through September 30, 2000, except that we did not audit
these financial statements for the period December 1, 1990 (inception of
development stage) through November 30, 1997; these financial statements were
audited by other auditors, whose reports dated March 6, 1998 (for the period
December 1, 1994 through November 30, 1997) and January 9, 1995 (for the period
December 1, 1990 (inception of development stage) through November 30, 1994),
respectively, expressed a going concern uncertainty.  These consolidated
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with 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 misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Conectisys Corporation and Subsidiaries as of September 30, 2000, and the
results of their operations and their cash flows for the year ended September
30, 2000, the ten month period beginning December 1, 1998 and ending September
30, 1999, and the cumulative period from December 1, 1990 (inception of
development stage) through September 30, 2000, in conformity with generally
accepted accounting principles.

<page> 1


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 consolidated financial statements, the Company has suffered recurring
losses from operations and has a deficiency in working capital at September 30,
2000.  These matters raise substantial doubt about its ability to continue as a
going concern.  Management's plans concerning these matters are also described
in Note 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 19, 2000
<page> 2

CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED BALANCE SHEET September 30, 2000




ASSETS

Current assets:
Cash and cash equivalents                       $    33,688
     Prepaid expenses and deposits                  158,546
                                                  -----------
Total current assets                                192,234

Property and equipment, net of
     accumulated depreciation of
     $220,987                                        93,304

Other assets:
License rights and technology, net of
  accumulated amortization of
  $421,478                                              -
                                                  -----------

     Total assets                                 $   285,538
                                                  ===========

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

<page> 3
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED BALANCE SHEET (continued)
September 30, 2000


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                   $     97,827
  Accrued compensation                                    438,647
  Due to officer                                           75,000
  Other current liabilities                               152,995
  Notes payable and
    current portion of long-term debt                     315,937
                                                     ------------
Total current liabilities                               1,080,406

Long-term debt, net of current portion                     75,000

Commitments and contingencies                                 -

SHAREHOLDERS' DEFICIT:

Preferred stock - Class A, $1.00 par value;
  1,000,000 shares authorized, 140,020
  shares issued and outstanding                           140,020
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, 23,527,738
  shares issued and outstanding                        16,187,421
Stock options exercisable, convertible preferred
  stock - Class B, 1,000,000 stock options
  issued and outstanding, common stock -
  3,207,154 stock options issued and outstanding        1,235,005
Stock subscriptions receivable (61,800 common shares)     (15,450)
Deficit accumulated during the development stage      (18,416,864)
                                                     ------------
Total shareholders' deficit                              (869,868)
                                                      ------------
Total liabilities and
 shareholders' deficit                               $    285,538
                                                      ============


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

<page>4
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended September 30, 2000,
the Ten Month Period Beginning December 1, 1998 and Ending
September 30, 1999, and the Cumulative Period
From December 1, 1990 (Inception) Through September 30, 2000

                               Year      Ten Months    Dec. 1, 1990
                              Ended         Ended       (Inception)
                          September 30, September 30,     Through
                               2000          1999     Sept. 30, 2000
                           -----------   -----------  --------------
Net revenues               $       -     $    25,655    $    517,460

Cost of sales                  110,466        94,434         529,791
                           -----------   -----------  --------------
Gross loss                    (110,466)      (68,779)        (12,331)

Operating expenses:
 General and administrative  3,622,561       928,186      13,581,053
 Bad debt expense                  -             -         1,680,522
                           -----------   -----------  --------------
Loss from operations        (3,733,027)     (996,965)    (15,273,906)

Other income (expense):
 Settled damages                   -          25,000          25,000
 Other income                   12,072           -            12,072
 Interest income                     3           227         102,918
 Interest expense              (91,188)      (68,960)       (967,845)
 Write-off of
  intangible assets                -        (283,133)     (1,299,861)
 Minority interest                 -             -            62,500
                           -----------   -----------  --------------
Net loss                   $(3,812,140)  $(1,323,831) $  (17,339,122)
                           ===========   ===========  ==============


Weighted average number
 of shares outstanding -
 basic and diluted          17,948,218    12,244,646

Net loss per share -
 basic and diluted         $      (.21)  $      (.11)
                           ===========   ===========


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

<page> 5
<TABLE>
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, 2000

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

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

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






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

<page> 6
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, 2000

                                                                           Common                  Deficit
                                                                             and                 Accumulated       Total
                                  Preferred Stock      Common Stock        Pref. B      Stock     During the  Shareholders'
                                     Class A           No Par Value         Stock     Subscript. Development      Equity
                                  Shares    Value    Shares       Value    Options    Receivable    Stage        (Deficit)
                               --------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares issued in exchange for:
 Cash, February 13, 1995             -   $      -        1,160 $   232,000 $      -   $      -   $        -   $   232,000
 Debt repayment, February 13,
  1995                               -          -        2,040     408,000        -          -            -       408,000
 Debt repayment, February 20,
  1995                               -          -        4,778     477,810        -          -            -       477,810
 Acquisition of assets, CIPI
  February, 1995                     -          -       28,750   1,950,000        -          -            -     1,950,000
 Acquisition of assets, April 5,
  1995                               -          -       15,000         -          -          -            -           -
 Cash and services, April and
  May 1995                           -          -       16,000     800,000        -          -            -       800,000
 Cash, June 1, 1995                  -          -          500      30,000        -          -            -        30,000
 Acquisition of assets and
  services, September 26, 1995       -          -        4,000     200,000        -          -            -       200,000
 Cash, September 28, 1995            -          -           41       3,000        -          -            -         3,000
 Acquisition of assets,
  September 1995                     -          -       35,000   1,750,000        -          -            -     1,750,000
 Return of assets, CIPI
  September, 1995                    -          -      (27,700) (1,950,000)       -          -            -    (1,950,000)
Net loss for the year                -          -          -           -          -          -     (2,293,867) (2,293,867)
                               ---------  ----------- -------- -----------   -------- ------------ ---------- -----------
Balance,
 November 30, 1995                16,345     16,345    129,569   5,031,834        -          -     (3,374,010)  1,674,169

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




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

<page> 7
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, 2000

                                                                           Common                  Deficit
                                                                             and                 Accumulated       Total
                                  Preferred Stock      Common Stock        Pref. B      Stock     During the  Shareholders'
                                     Class A           No Par Value         Stock     Subscript. Development      Equity
                                  Shares    Value    Shares       Value    Options    Receivable    Stage        (Deficit)
                               --------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares returned and canceled,
  March, 1996                        -   $      -      (15,000)$       -   $      -   $      -   $        -   $       -
 Services, April, 1996               -          -           13       2,069        -          -            -         2,069
 Services, September, 1996         4,155      4,155        586      36,317        -          -            -        40,472
 Services, October, 1996             -          -        6,540     327,000        -          -            -       327,000
 Debt repayment, November, 1996      -          -        2,350      64,330        -          -            -        64,330
Net loss for the year                -          -          -           -          -          -     (2,238,933) (2,238,933)
                               --------- ---------- ---------- -----------  ---------- --------- ------------ -----------
Balance,
 November 30, 1996                20,500     20,500    138,786   6,457,221        -          -     (5,612,943)    864,778

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







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

<page> 8
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, 2000

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

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




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

<page> 9
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, 2000

                                                                           Common                  Deficit
                                                                             and                 Accumulated       Total
                                  Preferred Stock      Common Stock        Pref. B      Stock     During the  Shareholders'
                                     Class A           No Par Value         Stock     Subscript. Development      Equity
                                  Shares    Value    Shares       Value    Options    Receivable    Stage        (Deficit)
                               --------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Shares re-acquired and
  canceled, October, 1999            -   $      -      (17,500)$   (12,000)$      -   $      -   $        -   $   (12,000)
Shares issued in exchange for:
 Services, October, 1999 through
  September, 2000, valued from
  $0.25 to $0.80 per share           -          -    2,405,469     990,949        -          -            -       990,949
 Retainers, debt and accrued
  liabilities, October, 1999
  through September, 2000, valued
  from $0.25 to $1.57 per share      -          -    2,799,579   1,171,638        -          -            -     1,171,638
 Cash, October, 1999 through
  September, 2000, with subscription
  prices ranging from $0.25 to
  $0.66 per share                    -          -    2,295,482     839,425        -      (15,450)         -       823,975
Issuance of 563,500 consultant
  stock options, March, 2000,
  at an exercise price of $2.00
  per share                          -          -          -           -      214,130        -            -       214,130
Reduction of exercise prices
  on 2,600,000 officer and employee
  common stock options, March, 2000,
  to $0.38 and approximately $0.39
  per share                          -          -          -           -    1,113,610        -                  1,113,610
Exercise of 2,056,346 common and
  20,000 preferred officer stock
  options, May, 2000, with
  common stock strike prices
  ranging from $0.15 to approx.
  $0.39 per share, in exchange
  for officer debt                20,000     20,000  2,056,346     897,707   (407,735)       -            -       509,972
Issuance of 500,000 consultant
  stock options, September, 2000,
  with floating exercise prices
  set at 15% below current market    -          -          -           -       65,000        -            -        65,000
Net loss for the year                -          -          -           -          -          -     (3,812,140) (3,812,140)
                               --------- ---------- ---------- ----------- ---------- ---------- ------------ -----------
Balance,
 September 30, 2000              140,020 $  140,020 23,527,738 $16,187,421 $1,235,005 $  (15,450)$(18,416,864)$(  869,868)
                               ========= ========== ========== =========== ========== ========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.

<page> 10

CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2000,
the Ten Month Period Beginning December 1, 1998 and Ending
September 30, 1999, and the Cumulative Period
From December 1, 1990 (Inception) Through September 30, 2000


                                Year     Ten Months      Dec. 1, 1990
                                Ended       Ended         (Inception)
                           September 30, September 30,       Through
                                2000         1999        Sept. 30, 2000
                            -----------  ------------    -------------
Cash flows from operating
 activities:
  Net loss                  $(3,812,140) $ (1,323,831)    $(17,339,122)

Adjustments to reconcile
 net loss to net cash used
 in operating activities:
  Stock issued for services   2,371,689      (315,082)       6,519,067
  Stock issued for interest         -             -            535,591
  Provision for bad debt
   write-offs                       -             -          1,422,401
  Minority interest                 -             -            (62,500)
  Settled damages                   -         (25,000)         (25,000)
  Write-off of intangible
    assets                          -         283,133        1,299,861
  Depreciation and
    amortization                 86,701       121,413        1,610,588
  Changes in:
   Accounts receivable              -             -             (4,201)
   Accrued interest
    receivable                      -             -            (95,700)
   Prepaid exp. and deposits    (18,000)       (7,000)         (25,000)
   Accounts payable             (16,305)      (13,096)         246,036
   Accrued compensation         286,835       478,440        1,236,740
   Due to officer               154,683       555,193          709,876
   Other current liabilities     12,676       161,088          371,566
                            -----------  ------------    -------------
Total adjustments             2,878,279     1,239,089       13,739,325
                            -----------  ------------    -------------
Net cash used in
 operating activities         (933,861)      (84,742)      (3,599,797)
                            -----------  ------------    -------------

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

<page> 11
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2000,
the Ten Month Period Beginning December 1, 1998 and Ending
September 30, 1999, and the Cumulative Period
From December 1, 1990 (Inception) Through September 30, 2000

                                Year      Ten Months      Dec. 1, 1990
                               Ended        Ended          (Inception)
                           September 30, September 30,        Through
                                2000         1999        Sept. 30, 2000
                            -----------  ------------    -------------
Cash flows from investing
 activities:
  Issuance of
   notes receivable         $       -    $        -      $  (1,322,500)
  Costs of license rights
   and technology                   -             -            (94,057)
  Purchase of equipment         (44,933)      (12,255)        (181,109)
                            -----------   -----------    -------------
Net cash used in
 investing activities          (44,933)      (12,255)      (1,597,666)
                            -----------   -----------    -------------
Cash flows from financing
 activities:
  Common stock issuance         823,975       129,537        2,953,385
  Preferred stock issuance          -             -             16,345
  Proceeds from debt, other     182,000           -          1,852,691
  Proceeds from debt, related       -             -            206,544
  Proceeds from stock purchase      -             -            281,250
  Payments on debt, other       (20,497)      (11,270)         (46,407)
  Payments on debt, related         -             -            (53,172)
  Decrease in stock
   subscription receivable          -             -             20,000
  Contributed capital               -             -                515
                            -----------   -----------    -------------
Net cash provided by
  financing activities          985,478       118,267        5,231,151
                            -----------   -----------    -------------
Net increase in
  cash and cash equivalents       6,684        21,270           33,688

Cash and cash equivalents
  at beginning of period         27,004         5,734              -
                           ------------   -----------    -------------
Cash and cash equivalents
  at end of period         $     33,688   $    27,004    $      33,688
                           ============   ===========    =============

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

<page> 12
 CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2000,
the Ten Month Period Beginning December 1, 1998 and Ending
September 30, 1999, and the Cumulative Period
From December 1, 1990 (Inception) Through September 30, 2000

                                Year      Ten Months      Dec. 1, 1990
                               Ended        Ended          (Inception)
                           September 30, September 30,        Through
                                2000         1999        Sept. 30, 2000
                            -----------   -----------    -------------
Supplemental disclosures of
  cash flow information:

  Cash paid for interest    $    45,020   $        92    $     175,937
                            ===========   ===========    =============

  Cash paid for income taxes$     1,600   $       -      $       3,250
                              ===========   ===========    =============

Non-cash investing and financing activities:

  Common stock issued
   in exchange for:
    Note receivable         $       -     $       -      $     281,250
    Prepaid expenses        $   133,546   $       -      $     133,546
    Property and equipment  $       -     $       -      $     130,931
    Licenses and technology $       -     $       -      $   2,191,478
    Acquisition of remaining
     minority interest in
     subsidiary             $       -     $       -      $      59,247
    Repayment of debt and
     interest               $ 1,548,064   $   197,500    $   3,352,859
    Services and interest   $       -     $       -      $   4,949,192
  Preferred stock issued
   in exchange for:
    Services                $       -     $       -      $      60,000
    Repayment of debt       $    20,000   $    39,520    $      59,520
  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.

<page> 13
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


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.

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 10,000
shares of the Company's common stock.  The acquisitions were accounted for as
purchases.  At the date of acquisition, both PrimeLink and TechniLink are
start-up companies with no material operating activity.

The acquisitions of these companies occurred in connection with the signing of
the license agreements discussed in Note 10.  The Company issued a total of
35,000 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 aggregate transactions were
valued at $1,750,000, the fair market value of common stock issued, and
recorded in licenses and technology on the balance sheet.

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.

On July 15, 1998, United Telemetry Company, Inc. was incorporated in the State
of Nevada as a wholly-owned subsidiary of the Company.

On July 22, 1998, the Company acquired the remaining 20% interest
<page> 14
 CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

 Organization (continued)

in TechniLink, Inc. for 50,000 shares of the Company's common stock valued at
$59,247.

On January 11, 2000, a new Nevada corporation, eEnergyServices.com, Inc., was
formed, which has no net assets and which has not, as yet, commenced
operations.  PrimeLink, Inc. and TechniLink, Inc. are in the process of winding
down.  Upon dissolution, their assets will be distributed to Conectisys
Corporation.  PrimeLink, Inc. will do its future business in California as
United Telemetry Company.

Basis of presentation and going concern uncertainty

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

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

As of September 30, 2000, the Company had a deficiency in working capital of
approximately $890,000, and had incurred continual net losses since its return
to the development stage ($2.2 million in 1996, $2.7 million in 1997, $4.9
million in 1998,  $1.3 million in 1999 (ten months), and $3.6 million in 2000,
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 and from continued officer advances to assist in providing the
Company with the liquidity necessary to retire its outstanding debt and meet
operating expenses (See Notes 14(a) and 14(b)).  In the longer term, the
Company plans to achieve profitability through the operations
<page> 15
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

Basis of presentation and going concern uncertainty (continued)

of its 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, 2000, the amounts that will
actually be realized or paid at settlement of the instruments could be
significantly different.  The carrying amount of cash and cash equivalents is
assumed to be the fair value because of the liquidity of these instruments.
Accounts payable, accrued compensation, due to officer, other current
liabilities, and notes payable approximate fair value because of the short
maturity of these instruments.  Long-term debt is recorded at face value
because the principal amount is convertible into common stock.
<page> 16
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

Fiscal year

Effective December 1, 1998, the Company changed its fiscal year-end from
November 30 to September 30.

Research and development costs

The Company has been engaged in researching, engineering, and developing its
HNet technologies since August 1995, and has recently begun deployment of a
pilot project, which did not generate any revenue during the past fiscal year.
Although still a development stage company, the Company plans to engage large-
scale cost reduction runs for the production and subsequent sale of the HNet
System in 2001.

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
was fully amortized at September 30, 2000.

<page> 17
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTESTO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000

Technology

Deferred technology costs include capitalized product development and product
improvement costs incurred after achieving technological feasibility and are
amortized over a period of five years.  At September 30, 2000, no deferred
technology costs were recognized.

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) has
been effective for financial statements for fiscal years beginning after
December 15, 1995.  The standard established 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.  The Company wrote-off the balance of
the carrying value of older licenses and deferred technology during the year
ended November 30, 1998, as a consequence of persistent competitive pressure.
The expense incurred was $632,257.

 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

<page> 18
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000


Accounting for stock-based compensation (continued)

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 files a consolidated income tax return.  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.
The Company has recognized a valuation allowance covering 100% of the net
deferred tax assets (primarily tax benefits from net operating loss
carryforwards), because it is more likely than not that the tax benefits
attributable to the deferred tax assets will not be realized in the future.
<page> 19
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


 Net loss per common share - basic and diluted

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

Recent 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.  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
adoption of SFAS No. 130 did not have a material effect on the Company's
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.  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.  Adoption of SFAS No. 131 did not have an
effect on the Company's financial position or its results of operations;
however, additional disclosures may have to be made in the future relating to
the above items.

Statement of Financial Accounting Standard No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits," SFAS No. 132) issued by the
FASB is also effective for financial statements with fiscal years beginning
after December 15, 1997.  It revises employers' disclosure requirements for
pensions and other postretirement benefits and eliminates certain disclosures
that are no longer as useful as they were when SFAS No. 87, SFAS No. 88, and
SFAS No. 106 were issued.  Adoption of SFAS No. 132 did not have an effect on
the Company's financial position or results of operations.


<page> 20
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000

New accounting pronouncements

The Financial Accounting Standards Board has established the following new
pronouncements, none of which have (will) materially affect the Company: SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities
(effective for years beginning after June 15, 2000)," SFAS No. 134, "Accounting
for Mortgage-Backed Securities Retained after the Securitization of Mortgage
Loans Held for Sale by a Mortgage Banking Enterprise - an amendment of SFAS No.
65 (effective for fiscal quarters beginning after December 15, 1998)," SFAS No.
135, "Rescission of SFAS No. 75 and Technical Corrections (effective for fiscal
years ending after December 15, 1999)," SFAS No. 136, "Transfer of Assets to a
Not-for-Profit Organization or Charitable Trust That Raises Contributions for
Others (generally effective for financial statements issued for fiscal periods
beginning after December 15, 1999)," SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of SFAS No.
133 - an amendment of SFAS No. 133 (effective June 1999)," SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an amendment of SFAS No. 133 (effective for years beginning after June 15,
2000)," SFAS No. 139, "Rescission of SFAS No. 53 and amendments to SFAS No. 63,
89, and 121 (effective for fiscal years beginning after December 15, 2000),"
and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities - a replacement of SFAS No. 125 (effective
for certain disclosures for fiscal years ending after December 15, 2000)."

<page> 21
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


NOTE 2.	RELATED PARTY TRANSACTIONS

Until recently, the Company leased office space in Agua Dulce, California from
S.W. Carver Corporation, a company owned by a major shareholder of the Company.
The lease was for a period of one year, renewable annually in April at the
option of the lessee.  Effective April, 1998, the monthly rent was increased
from $2,000 to $2,500.  Around September 1, 2000, the lease was terminated due
to the sale of the building.  At that time the Company moved certain property
and equipment to its Valencia locations.  Rent expense for the year ended
September 30, 2000 and the ten-month period ended September 30, 1999 was
$27,500 and $25,000, respectively.


NOTE 3.    PREPAID EXPENSES AND DEPOSITS

During the year ended September 30, 2000, the Company issued 462,487 shares of
its common stock as retainers for consulting services ($128,611) and accounting
fees ($4,935).  In addition, the Company recorded the unearned portion of an
engineering contract ($25,000) as a prepaid asset, bringing the total prepaid
expense balance at September 30, 2000 to $158,546.


NOTE 4.    PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2000 consisted of the following:


Office equipment                             $   262,320
Furniture and fixtures                            16,609
Vehicles                                          35,362
                                             -----------
Total cost                                       314,291
Accumulated depreciation                        (220,987)
                                             -----------
Net book value                               $    93,304

<page> 22
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 5.    LICENSE RIGHTS AND TECHNOLOGY

License rights and technology at September 30, 2000 consisted of the following:

      License rights                               $   421,478
      Accumulated amortization                        (421,478)
                                                    -----------
	Net book value                             $       -
                                                    ===========


NOTE 6.    DUE TO OFFICER

During the ten month period ended September 30, 1999, the Company received
cash advances from its CEO totaling $555,193.  At September 30, 1999,
$197,500 of these advances were 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 were exchanged for equity. Also at September 30, 1999, $62,522 in
accrued compensation was transferred to the officer advance account,resulting
in a balance of $133,195 at that date. 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%.

During the first half of the year ended September 30, 2000, the Company's CEO
advanced the Company an additional $68,500 (net of a $5,000 repayment) at an
annual interest rate of 10%.  Total interest on the advances and promissory
notes amounted to $21,766 through May 22, 2000 (including $10,583 on the S.W.
Carver note), at which time the total principal plus accrued interest on the
aggregate loans ($420,961) was effectively paid-off through the exercise of
2,056,346 common stock options and 20,000 Preferred Class A stock options.  The
total exercise price for these stock options was $509,972.  The balance of the
proceeds of $89,011 was applied against accrued officer compensation.  During
August and September 2000, the Company's CEO advanced the Company another
$75,000, which remained unpaid through year-end.  See Note 14(a).

<page> 23
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 7.    NOTES PAYABLE

Notes payable at September 30, 2000 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 Black Dog Ranch LLC,
      unsecured, semi-monthly payments of $2,500,
      including interest at an annual rate
      of 18%, with remaining balance due and
      payable on June 1, 2001                          74,113

	Note payable to Deauville (now MMDS)
      Capital Partners, unsecured,
      convertible into common stock at
      $1.00 per share through March 6, 2002,
      at which time interest at an annual
      rate of 10% begins to accrue                     75,000
	                                            ---------
	Total notes pale                              390,937
	Current portio                               (315,937)
                                                     ---------
       Long-term portio                             $  75,000
                                                     =========

The maturity of long-term debt at September 30, 2000 was as follows:

	Year ended September 30,:      2001            $ 315,937
	                               Thereafter         75,000
                                                       ---------
        Total notes payable                            $ 390,937
                                                       =========

<page> 24
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


NOTE 8.	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, 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.

<page> 25
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 8.	SHAREHOLDERS' EQUITY (DEFICIT) (continued)

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.

In October, 1999, the Company re-acquired and canceled 17,500 common shares
from the former president of PrimiLink, in return for a $12,000 consulting
agreement.

During the months October, 1999 through March, 2000, the Company issued a total
of 241,200 shares of its common stock valued at $52,919 in a private placement.
In conjunction with this issuance and the March through September, 1999
issuance noted above, certain shareholders received warrants to purchase
506,500 shares of common stock at $2.00 per share through November 1, 2001.

During the period October, 1999 through September, 2000, the Company issued a
total of 2,612,796 shares of its common stock to various consultants for
services rendered and to be rendered (retainer of $128,611) totaling
$1,051,932.

In November, 1999, the Company received cash of $66,927 to pay the balance due
on an old subscription for 300,000 shares of the Company's common stock.

In November, 1999 through September, 2000, the Company issued 240,000 shares of
its common stock to its outside accountant for services rendered and to be
rendered (retainer of $4,935) in the amount of $130,000.

In December, 1999 and February, 2000, the Company issued 879,309 shares of its
common stock to current and former officers for accrued compensation in the
amount of $419,747.

<page> 26
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 8.	SHAREHOLDERS' EQUITY (DEFICIT) (continued)

In December, 1999, the Company issued an additional 19,804 shares of its common
stock valued at $7,195 (net of 6,283 canceled shares valued at $10,805) in full
settlement of a vendor dispute.

In February and March, 2000, a consultant exercised 250,000 common stock
options at $125,000 ($0.50 per share)

In March, 2000, the Company issued 20,000 shares of its common stock for
$16,000 in legal services.

In March, 2000, the Company issued 500,672 shares of its common stock in
subscriptions and private placements totaling $195,000.

In March, 2000, the Company issued 135,000 shares of its common stock to an
officer for $89,042 in cash.

In March, 2000, the Company issued 563,500 common stock options to a consultant
valued at $214,130.

In March, 2000, the Company adjusted the exercise price on 2,600,000 common
stock options previously issued to two officers and an employee, resulting in
an increase in compensation expense of $1,113,610.

In April, 2000 through September, 2000, the Company issued 1,019,800 shares of
its common stock through cash subscriptions totaling $242,450, for which
$15,450 (representing 61,800 shares) had not yet been collected as of September
30, 2000.

During April, 2000 through September, 2000, an additional 242,560 shares of the
Company's common stock were issued in a private placement totaling $68,087.  In
conjunction with these and previous issuances, certain shareholders received
warrants to purchase 446,305 shares of the Company's common stock at $2.00 per
share through September 1, 2002.

In May, 2000, the Company's CEO exercised 2,056,346 common stock options and
20,000 Class A Preferred stock options in exchange for debt and accrued
compensation aggregating $509,972.  $407,735 was transferred from stock options
exercisable to common stock as a result of this transaction.

<page> 27
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 8.	SHAREHOLDERS' EQUITY (DEFICIT) (continued)

In June, 2000, a note holder converted $200,000 principal value of debt into
800,000 shares of the Company's common stock (at $0.25 per share).

In August and September, 2000, three officers and an employee received 539,389
shares of the Company's common stock as payment for $229,693 of accrued
compensation.

In September, 2000, old liabilities of $108,020 were transferred to
shareholders' equity (deficit) in recognition of additional paid-in capital.

In September, 2000, the Company issued 500,000 common stock options to a
consultant valued at $65,000 (representing a floating exercise price that was
15% below the current market price of the Company's common stock).

NOTE 9.   INCOME TAXES

Deferred income taxes consisted of the following at September 30, 2000:

      Deferred tax asset, benefit
      of net operating loss
      carryforward                                $ 5,000,000
	Valuation allowance                        (5,000,000)
                                                   -----------
	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.

The Company has approximately $12,600,000 in respective federal and California
net operating loss carryforwards.  The federal net operating loss carryforwards
expire as follows: $2,700,000 in the year 2012, $5,300,000 in 2018, $1,200,000
in 2019, and $3,400,000 in 2020.  The California net operating loss
carryforwards expire as follows: $2,700,000 in the year 2002, $5,300,000 in
2003, $1,200,000 in 2004, and $3,400,000 in 2005.

<page> 28
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


NOTE 10.	COMMITMENTS AND CONTINGENCIES

Employment agreements

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

1)	The former 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, 2000,
$4,000 remained unpaid.

2)	The former 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, releasing
it from any further bonus and stock option obligations.

3)	The CEO (now former President) 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 trading days before exercise.
On March 27, 2000, the exercise price was adjusted to a flat $0.3864 per share,
with an expiration date of December 2, 2003.  These stock options are fully
vested and irrevocable as of the commencement of the agreement, except in the
event the employee refuses to carry out the reasonable and lawful directions of
the employer or engages in proven fraud or dishonesty in the performance of his
duties, in which case the stock options are automatically revoked upon
discovery.

<page> 29
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 10.	COMMITMENTS AND CONTINGENCIES (continued)

Employment agreements (continued)

4)    The Acting President of the Company entered into an agreement dated
September 11, 2000 for a period of six months through March 11, 2001, and he is
entitled to receive a base salary (consulting fees) of $120,000 per year, of
which 50% shall be paid in cash and 50% shall be paid in restricted common
stock at a rate equal to 50% of the average market closing price for the last 5
trading days of each quarter.  He shall be issued 100,000 shares of restricted
common stock as a hiring bonus, at a per share price of $0.28415, equivalent to
50% of the average market closing price for the prior 30 trading days before
the agreement date.  He shall further receive performance bonuses (paid in
restricted common stock) upon successful completion of specific milestones
pertaining to the implementation and deployment of the HNET System.  The
incentive package could net him up to 650,000 shares of restricted common
stock.  As of September 30, 2000, none of these milestones were met.  He is
also granted an option through March 11, 2001 to purchase up to 100,000 shares
of the Company's restricted common stock at a price of $0.38 per share.

5)	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, releasing it from any
further bonus and stock option obligations.

<page> 30
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 10.	COMMITMENTS AND CONTINGENCIES (continued)

Employment agreements (continued)

6)	The Secretary and Treasurer of the Company entered into an Agreement
dated October 2, 1995 (which was amended September 1, 1997, September 1, 1999,
and March 31, 2000) for a period of five years (extended through April 1,
2005), and she is entitled to receive a base salary of $80,000 per year.  The
employee shall further receive a bonus, paid at year-end, equal to 50% of the
employee's salary, for continued employment.  The staying bonus shall be
compensated for with the Company's restricted common stock.  She is also
granted an option to purchase up to 500,000 shares of the Company's restricted
common stock at a price equal to 60% of the average market value for the prior
180 trading days before exercise.  On March 27, 2000, the exercise price was
adjusted to a flat $0.38 per share, with an expiration date of December 31,
2004.

7)	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.  As of September 30, 2000,
none of the aforementioned milestones had been successfully completed.

<page> 31
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 10.	COMMITMENTS AND CONTINGENCIES (continued)

License agreements

The Company has entered into license agreements with the former 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
12,500 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 and return
all shares of the Company's common stock obtained pursuant to the license
agreement 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 Zaman, and Smith Benton & Hughes, Inc. (Defendants) Civil Case # 96-4164.
The case alleges that a fraudulent scheme was orchestrated and directed by the
defendants to engage in the sale and distribution of unregistered shares of
Conectisys by creating the appearance of an active trading market for the stock
of Conectisys and artificially inflating the price of its shares.  In the suit,
the SEC 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

<page> 32
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


NOTE 10.	COMMITMENTS AND CONTINGENCIES (continued)

Litigation (continued)

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,
alleging the defendants conspired to artificially inflate the price of the
Company's common stock and withheld material facts from investors.  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.

The Company, during its normal course of business, may be subjected from time
to time to disputes and to legal proceedings against it.  Both counsel and
management do not expect that the ultimate outcome of any current claims will
have a material adverse effect on the Company's financial statements.

<page> 33
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000


NOTE 11.	MAJOR CUSTOMERS

The Company, as a development stage enterprise, did not have revenues during
the year ended September 30, 2000 and 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 had no additional revenue during the ten months
ended September 30, 1999 other than the aforementioned sales.


NOTE 12.	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 its debt to the note holder by $50,000 and received an extension of
time to pay-off its promissory note.  The Company also issued to its CEO
options to purchase another 500,000 shares of the Company's Class B preferred
stock at an exercise price of $5.00 per share in exchange for a reduction in
debt of $50,000.  Total consideration received on the above issued options, as
evidenced by debt reduction, was $100,000.  These options can be exercised
through November 1, 2002 and can also be converted into common stock at the
rate of 10 common shares for each Class B preferred share.

The Company's CEO currently owns 140,020 shares of the Company's Class A
preferred stock, of which 20,000 shares were purchased during the year ended
September 30, 2000, and has options to purchase another 9,980 shares for $1.00
per share through June 16, 2001.

The Company accounts for stock-based compensation under the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25.  Had
compensation cost for stock options granted during the year ended September 30,
2000 been determined based on the fair value at the grant dates consistent with
the method of FASB Statement No. 123 (utilizing the Black-Scholes model,
assuming a risk-free annual rate of return of 6% and a volatility factor of
50%), the Company's net loss would have increased by $25,000, attributable to
100,000 common stock options issued to the Company's acting president at an
exercise price of $0.38 per share, exercisable over an approximate six-month
period.

<page> 34
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000


NOTE 12.	STOCK OPTIONS (continued)

The pro forma effect on the net loss for the year ended September 30, 2000 is
indicated below:

                               As Reported          Pro Forma
                               -----------         -----------
Net loss                       $(3,812,140)        $(3,837,140)

Net loss per share -
 basic and diluted                   $(.21)              $(.21)

In February, 2000, the Company's Board of Directors approved the issuance of a
performance bonus award option of 250,000 shares of common stock to a
consultant under the Company's Non-qualified Stock Option Plan at an exercise
price of $0.50 per share (the approximate market value of the common stock).
These options were all exercised by March, 2000.  For services rendered during
the year ended September 30, 2000, the Company issued 563,500 common stock
options to a consultant at an exercise price of $2.00 per share, exercisable
over an approximate three-year period.  As a retainer, the Company also issued
another 500,000 common stock options to a consultant at an exercise price set
at 15% below the current market value of the Company's common stock,
exercisable over a twelve-month period.  Under the Black-Scholes model
(assuming the same risk-free interest and volatility factors as noted above),
the above stock options were recorded at a value of $214,130 and $65,000,
respectively.

During the ten month period ended September 30, 1999, 500,000 common stock
options were issued to the Company's CEO and another 100,000 common stock
options were issued to an employee.  These options were valued at $150,000 in
aggregate.  No pro forma information required by SFAS No. 123 is included, as
the disclosure would not be materially different from the amounts and
disclosures already presented.  On March 27, 2000, the Company fixed the
exercise prices of 2,600,000 common stock options previously issued at (higher)
floating exercise prices to the Company's CEO, the Company's secretary, and the
employee, resulting in an additional compensation cost of approximately
$1,113,610, increasing the total common stock options exercisable by the same
amount.  In May, 2000, the Company's CEO exercised 2,056,346 common stock
options, resulting in the transfer of

<page> 35
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


NOTE 12.	STOCK OPTIONS (continued)

$407,735 of common stock options exercisable to common stock.  Adding in the
value of 1,163,500 common stock options corresponding to consultant issuances
in March, 2000 and September, 2000 in the amount of $279,130 (as noted above)
brought the balance of common stock options exercisable at September 30, 2000
to $1,135,005.  The total balance of stock options exercisable at September 30,
2000 was $1,235,005, including $100,000 attributable to the Company's Class B
preferred stock.

The Company has granted various common stock options and warrants to employees
and consultants.  Generally, the options and warrants were granted at
approximately the fair market value of the Company's common stock at the date
of grant and vested immediately, except that when restricted rule 144 common
stock was issued, the options and warrants were granted at an average market
discount of 50% (ranging from between 20% to 75%).  Compensation expense for
options and warrants issued to employees for services were recorded as the
difference between the intrinsic value of those services as measured by the
(discounted) market value of the common stock at the date of grant and the
exercise price in accordance with APB Opinion No. 25, with pro forma disclosure
of the excess market value as required by FASB No. 123.  All options and
warrants issued to consultants and other non-employees were recorded at the
fair value of the services rendered and equivalent to the market value (as
discounted, if applicable) of the equity instruments received as per FASB No.
123.   The market value was determined by utilizing an averaging convention of
between 5 to 30 days of the closing price of the Company's common shares as
traded on the over-the-counter bulletin board (stock symbol CNES) through the
grant date and applying certain mathematical assumptions as required under the
Black-Scholes model. Such assumptions, pertaining to the risk-free annual rate
of return and stock volatility, were the same as those mentioned above when
making fair value disclosures for the issuance of officer and employee stock
options.

The common stock option activity during the fiscal years ended September 30,
2000 and September 30, 1999 was as follows:
<page> 36
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

NOTE 12.	STOCK OPTIONS (continued)

                                                 Common Stock
                                              Options       Weighted
                                                 and        Average
                                              Warrants      Price
                                              ----------    --------
     Balance outstanding, December 1, 1998    3,000,000    $    .59
      Granted                                   600,000         .89
                                             ----------    --------
     Balance outstanding, September 30, 1999  3,600,000         .64
      Granted                                 1,913,500         .86
      Exercised                              (2,306,346)        .27
                                             ----------    --------
     Balance outstanding, September 30, 2000  3,207,154    $    .69 (1)
                                             ==========    ========

(1)	Due to floating strike prices, weighted average price upon issuance is
$0.94, upon exercise is $0.69.


The following table summarizes information about common stock options at
September 30, 2000:

                          Outstanding                  Exercisable
                           Weighted    Weighted               Weighted
   Range of      Common    Average      Average      Common    Average
   Exercise       Stock      Life      Exercise       Stock   Exercise
    Prices      Options    (Months)      Price       Options    Price
-------------   ---------   -------     -------      --------- -------
$ .38 - $ .38     100,000         5     $   .38        100,000 $   .38
$ .50 - $ .50     500,000        11     $   .50        500,000 $   .50#
$2.00 - $2.00     563,500        29     $  2.00        563,500 $  2.00
$ .39 - $ .39   1,443,654        38     $   .39      1,443,654 $   .39*
$ .38 - $ .38     100,000        51     $   .38        100,000 $   .38*
$ .38 - $ .38     500,000        63     $   .38        500,000 $   .38*

$ .38 - $2.00   3,207,154        35     $   .69      3,207,154 $   .69
=============   =========        ==     =======      ========= =======

#	Currently a floating exercise price
* 	Formerly a floating exercise price


<page> 37
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


NOTE 12.	STOCK OPTIONS (continued)

The above table excludes 952,805 warrants exercisable at $2.00 per share, which
have nominal value and which were issued to certain stock subscription
investors.  Of these warrants, 506,500 expire November 1, 2001 and 446,305
expire September 1, 2002.  The table also excludes a contingent issuance to the
Company's Chief Technical Officer of 2,000,000 common stock options exercisable
at $0.50 per share and expiring December 31, 2002.  These common stock options
will not vest until certain milestones have been attained.


NOTE 13.	FORM S-8 FILINGS

In December 1999, the Company filed a Form S-8 registration statement for the
Conectisys Corporation Non-Qualified Stock Option 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 41 of the Internal Revenue Code).  Shares of stock covered
by stock options and stock bonuses consist of 1,000,000 shares of the common
stock of the Company.  The entire registration has been filled.  750,000 shares
were issued to consultants for services rendered in the amount of $323,725 and
250,000 shares were issued at $0.50 per share pursuant to a Performance Award
Option to a consultant.  The entire 250,000 share option was exercised during
the quarter ended March 31, 2000, resulting in a $125,000 cash inflow to the
Company.

In September 2000, the Company filed another S-8 registration statement,
amending its Non-Qualified Stock Option and stock Bonus Plan for independent
consultants to the Company.  The Amended Plan authorizes the issuance of up to
1,000,000 shares of common stock.  The purpose of the Amended Plan is to
further compensate independent consultants of the Company through the granting
of non-qualified stock options (as described in Sections 83 and 421 of the
Internal Revenue Code).  Through September 30, 2000, 500,000 shares under the
Amended Plan had been issued as retainers on ongoing consulting contracts,
valued at $142,075.  Subsequent to September 30, 2000, an additional 100,000
shares were issued to consultants for services.


<page> 38
CONECTISYS CORPORATION AND SUBSIDIARIES (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


NOTE 14.	SUBSEQUENT EVENTS

(a)	Subsequent to September 30, 2000, the Company's CEO advanced the
Company an additional $15,000.  On December 15, 2000, this advance, along with
prior advances totaling $75,000 were consolidated into a $90,000 promissory
note, due on demand, with interest at the rate of 10% per annum.  All unpaid
principal and interest is fully due and payable on June 1, 2001.  Subsequent to
September 30, 2000, the Company's Vice President advanced the Company a total
of $60,000.  On December 7, 2000, these advances were incorporated into a
promissory note, due on demand, with interest at the rate of 10% per annum.
All unpaid principal and interest is fully due and payable on June 1, 2001.

(b)	The Company intends to register an offering of 10,000,000 new common
shares via Form SB-2.  Additionally, approximately 2,450,000 shares owned by
existing shareholders will be registered for sale.

(c)	The Company has filed corporate certificates of dissolution with the
California Secretary of State for its 80%-owned subsidiary PrimiLink, Inc. and
its wholly-owned subsidiary TechniLink, Inc.  These will become effective when
valid tax clearance certificates have been issued by the Franchise Tax Board.
Upon dissolution, the assets of the dissolved subsidiaries will be distributed
to the parent corporation.

<page> 39