Table of Contents



UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM 10-K



☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________



Commission file number 033-03560-D



CONECTISYS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



|Colorado                                                      |  | 84-1017107                         
|------------------------------------------------------------- |  | -----------------------------------
|State or Other Jurisdiction of 
Incorporation or Organization |  | I.R.S. Employer 
Identification No.





|14308 S. Goss Road, Cheney, Washington |  | 99004   
|-------------------------------------- |  | --------
|Address of Principal Executive Offices |  | Zip Code



Registrant’s telephone number, including
area code: (949) 929-5455



Securities registered pursuant to Section 12(b)
of the Act:



|Title of each Class | Trading Symbol | Name of each exchange on which registered
|------------------- | -------------- | -----------------------------------------
|N/A                 | N/A            | N/A                                      



Securities registered pursuant to Section 12(g)
of the Act:



Common
Stock, No Par Value

(Title of Class)



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No
☒



Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐   No ☒



Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☐  No ☒



Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes ☐  No ☒



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ☐ | Accelerated filer ☐        
|------------------------- | ---------------------------
|Non-accelerated filer ☒   | Smaller reporting company ☒
|                          | Emerging growth company ☒  



If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒



Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. Yes ☐  No ☒







If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐



Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐



Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒  No ☐



The aggregate market value
of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
fiscal quarter was $0.



As of January 31, 2024, there
were 888,579 shares of the registrant’s common stock outstanding.

















TABLE OF CONTENTS



|         |                                                                                                              | Page
|-------- | ------------------------------------------------------------------------------------------------------------ | ----
|PART I  
|         |                                                                                                              |     
|Item 1.  | Business                                                                                                     | 1   
|Item 1A. | Risk Factors                                                                                                 | 5   
|Item 1B. | Unresolved Staff Comments                                                                                    | 9   
|Item C.  | Cybersecurity                                                                                                | 9   
|Item 2.  | Properties                                                                                                   | 10  
|Item 3.  | Legal Proceedings                                                                                            | 10  
|Item 4.  | Mine Safety Disclosures                                                                                      | 10  
|         |                                                                                                              |     
|         |                                                                                                              |     
|PART II 
|         |                                                                                                              |     
|Item 5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 11  
|Item 6.  | Selected Financial Data                                                                                      | 12  
|Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 12  
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                   | 12  
|Item 8.  | Financial Statements and Supplementary Data                                                                  | 12  
|Item 9.  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         | 12  
|Item 9A. | Controls and Procedures                                                                                      | 12  
|Item 9B. | Other Information                                                                                            | 12  
|Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections                                          |     
|         |                                                                                                              |     
|PART III
|         |                                                                                                              |     
|Item 10. | Directors, Executive Officers and Corporate Governance                                                       | 13  
|Item 11. | Executive Compensation                                                                                       | 14  
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 14  
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                                    | 14  
|Item 14. | Principal Accountant Fees and Services                                                                       | 14  
|         |                                                                                                              |     
|         |                                                                                                              |     
|PART IV 
|         |                                                                                                              |     
|Item 15. | Exhibits, Financial Statement Schedules                                                                      | 15  
|Item 16. | Form 10-K Summary                                                                                            | 15  









i









PART I



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



This report contains forward-looking statements.
Except as required by law, we undertake no duty to update any forward-looking statement after the date of this report, either to conform
any statement to reflect actual results or to reflect the occurrence of unanticipated events.



ITEM 1. BUSINESS



Our Company



Conectisys
Corporation, a Colorado corporation (“Conectisys”, the “Company”, “we”, “us” or “our”)
is a shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities
for growth in return for shares of our Common Stock.



No potential
merger candidate has been identified at this time.



We do not
propose to restrict our search for a business opportunity to any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. We have unrestricted discretion in seeking and participating in a business opportunity, subject
to the availability of such opportunities, economic conditions, and other factors.



The selection
of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may find it difficult
to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity which will
ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our management's
best business judgment.



Our activities
are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business, and may acquire
or participate in a business opportunity based on the decision of management, which potentially could act without the consent, vote, or
approval of our shareholders. The risks faced by us are further increased as a result of a lack of resources and our inability to provide
a prospective business opportunity with significant capital.



Our History



The Company
was incorporated in Colorado on February 2, 1986, under the name Coastal Financial Corp. On December 5, 1994, Coastal Financial Corp.
changed its name to BDR Industries, Inc., which changed its name on October 16, 1995, to ConectiSys Corporation.



The Company
was engaged in the development of a low-cost automatic meter reading, or AMR Solution, until it ceased all business activity in 2008.We
have had no revenues since 2008.



The Company
resumed its SEC filings with Form 10-K for its former fiscal year ended September 30, 2020. Previously, the Company had filed its last
Form 10-Q for the quarterly period ended June 30, 2008, and Form 15 on December 29, 2014. We are now current with our voluntary SEC filings
and have adopted the calendar year as our fiscal year.













1







Debt
Extinguishment



In 2008,
when the Company ceased all operations, its balance sheet reported miscellaneous assets of $172,581, accounts payable of $383,404, accrued
compensation of $2,458,322, convertible notes payable aggregating $6,633,312, and related accrued interest of $498,132.



All assets
were fully amortized or realized by the end of 2008.



All accrued
compensation was payable to members of the Company’s Board of Directors. Pursuant to a December 1, 2008, resolution, the Board approved
the waiver and cancellation of all accrued compensation amounting to $2,458,322.



All notes
payable were issued in multiple rounds of financings to NIR Group, AJW, New Millenium Capital Partners and the Laurus Master Fund. All
lenders were controlled directly or indirectly by Corey Ribotsky.





The convertible
notes included the issuance of common stock warrants, all of which expired unexercised.





The Securities
and Exchange Commission announced that, on November 14, 2013, a final judgement by consent was entered against Defendant Corey Ribotsky.
In addition, all claims against Defendant NIR Group were dismissed at the SEC’s request because that entity is defunct and has no
assets.



The SEC’s
enforcement action determined, inter alia, that the AJW Funds were managed through NIR.



Ribotsky
consented to the final judgments, agreed to permanent injunctions prohibiting him from violating various sections of the Securites Act
of 1933 and 1934 as well as the Investment Advisers Act of 1940. Ribotsky also agreed to pay $12,500,000 in disgorgement, $1,000,000 in
prejudgment interest, and a $1,000,000 civil penalty.



The Financial
Services Division of the Grand Court of the Cayman Islands appointed two voluntary liquidators for the Laurus Master Fund, Ltd in 2009.



The Cayman
Island’s Bankruptcy Court Report of January 2014, identified various AJW and New Millenium Capital Partners funds, together the
“AJW Funds”, that were assigned to Hull/Gemini, liquidation auditors. The liquidators carried out an extensive review of the
Funds’ portfolio and determined that the only realistic route to a potential recovery from the AJW Funds might be from a lawsuit
against the former US auditors of the Funds.





In summary:



the Company
was a victim of predatory lending by Corey Ribotsky and his affiliated entities listed above;



all above lending entities ceased to exist
over a decade ago;



all judicial
collection efforts mandated by U.S. and Cayman Islands Courts were exhausted approximately a decade ago;



any and
all other obligations were barred from any collection efforts since the time frame allowed by the applicable statutes of limitations for
a legal action expired at various times between 2011 and April 2017.





Accordingly,
the Company extinguished all its obligations effective as of the end of fiscal 2017. The extinguishment resulted in a decrease of its
accumulated deficit of $9,591,024. As of the end of fiscal 2017, the only items comprising the Company’s balance sheet were Common
Stock of $32,246,341 and an equal amount of Accumulated Deficit.



In 2020,
Danilo Cacciamatta became the controlling shareholder and resumed the Company’s voluntary SEC filings. One consequence of the resulting
change in control for Federal tax purposes is that the possible future benefit of the Company’s tax loss carryforward of approximately
$26 million became severely limited.











2







General Business
Plan



Our business
plan to seek a merger has many uncertainties which pose risks to investors.



We intend
to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or
firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”).
We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures
of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited
discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one
potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently
commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other corporate purposes. All of these activities have risk to investors
including dilution and management.



We expect
that the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances being made
in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who
has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may
be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions
of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business
opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest
in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.





The analysis
of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to concentrate on
identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director,
professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available
technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if
any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services;
(vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated
to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition
and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of
our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible,
we intend to utilize written reports and personal investigation to evaluate the above factors.



We will
not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after
closing of the proposed transaction.



Acquisition
Interest



In implementing
a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of
a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole director
may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders,
or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable
state.









3







It is anticipated
that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal
and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will
be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive
company.



The issuance
of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive
effect on the value of our securities in the future. There is no assurance that such a trading market will develop.



While the
actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction on will find it desirable
to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free” reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free treatment under the
Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such
event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in
significant dilution in the equity of our stockholders.



As part
of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent
analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable
investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate
in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of
the opportunity.



With respect
to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our stockholders
will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any
merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.





We will
participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the
terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and
warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must
be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated
with the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.



As stated
above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within
time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided
do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed
transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents
will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.



Competition



We believe
we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than
we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive
disadvantage compared to our competitors.









4







Intellectual
Property



We own no
intellectual property.



Employees



We presently
have no full time executive, operational, or clerical staff. Mr. Cacciamatta has been the sole director and sole officer of the Company
since August 1, 2020.



Factors Affecting
Future Performance



Rather than
an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to merge
with another entity with experienced management and opportunities for growth in return for shares of our Common Stock to create value
for our shareholders.



Although
there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition
or merger which will enable us to continue as a going concern. Any acquisition or merger will most likely be dilutive to our existing
stockholders.



The factors
affecting our future performance are listed and explained below under the section “Risk Factors”.



ITEM
1A. RISK FACTORS



There are
various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as
well as the other information contained in this Registration Statement, in evaluating our business and us.



Rather than
our previous operating business, our business is now to seek to raise the debt and/or equity to meet our ongoing operating expenses and
attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our Common Stock
to create value for our shareholders. There can be no assurance that this series of events will be successfully completed or that any
stockholder will realize any return on their shares after the new business plan has been implemented.





RISKS
RELATED TO OUR COMPANY



WE HAVE
INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES



As of December
31, 2023, we had an accumulated deficit of $32,296,147 and a stockholders’ deficit of $49,706.



Future losses
are likely to occur until we are able to merge with another entity with experienced management and opportunities for growth in return
for shares of our Common Stock to create value for our shareholders, as we have no sources of income to meet our operating expenses.



OUR EXISTING
FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES



We have
no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are
able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend
to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities
for growth in return for shares of our Common Stock to create value for our shareholders. There can be no assurance that this series of
events will be successfully completed.









5







WE INTEND TO PURSUE THE ACQUISITION OF AN OPERATING
BUSINESS



Our sole strategy is to acquire an operating business.
Successful implementation of this strategy depends on our ability to identify a suitable acquisition candidate, acquire such company on
acceptable terms and integrate its operations. In pursuing acquisition opportunities, we compete with other companies with similar strategies.
Competition for acquisition targets may result in increased prices of acquisition targets and a diminished pool of companies available
for acquisition. Acquisitions involve a number of other risks, including risks of acquiring undisclosed or undesired liabilities, acquired
in-process technology, stock compensation expense, diversion of management attention, potential disputes with the seller of one or more
acquired entities and possible failure to retain key acquired personnel. Any acquired entity or assets may not perform relative to our
expectations. Our ability to meet these challenges has not been established.



SCARCITY
OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS



We believe
we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than
we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than
us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.
In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage
compared to our competitors.



WE HAVE
NOT EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS



We have
not executed any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition
of a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities
or in concluding a business combination. We have not identified any particular industry or specific business within an industry for evaluation.
There is no assurance we will be able to negotiate a business combination on terms favorable, if at all. We have not established a specific
length of operating history or specified level of earnings, assets, net worth or other criteria which we will require a target business
opportunity to have achieved, and without which we would not consider a business combination. Accordingly, we may enter into a business
combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited
assets, negative net worth or other negative characteristics.





WE MAY
BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS



Current
conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies,
wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such
changes could have a material adverse effect on our business, financial condition, and results of operations.



BECAUSE
OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT TO OTHER
SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY



Our principal
shareholder owns approximately 95% of our outstanding Common Stock. As a result, he effectively controls all matters requiring stockholder
approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction.
He may also have the ability to delay or perhaps even block, by his ownership of our stock, an unsolicited tender offer. This concentration
of ownership could have the effect of delaying, deterring or preventing a change in control of our company that other shareholders might
view favorably.









6







OUR SOLE
DIRECTOR MAY HAVE CONFLICTS OF INTEREST, WHICH MAY NOT BE RESOLVED FAVORABLY TO US.



Certain
conflicts of interest may exist between our sole director and us. Our sole director has other business interests to which he devotes his
attention, and may be expected to continue to do so, although management time should be devoted to our business. As a result, conflicts
of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See "Directors
and Executive Officers" and "Conflicts of Interest," below.



WE MAY
DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.



To supplement
the business experience of our officer and director, we may be required to employ accountants, technical experts, appraisers, attorneys,
or other consultants or advisors. Our Board, without any input from stockholders, will make the selection of any such advisors. Furthermore,
it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation
to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able
to provide the required services.



RISKS
RELATED TO OUR SECURITIES



REDUCTION
OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS



Our primary
plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in us issuing securities
to stockholders of such private company. The issuance of previously authorized and unissued shares of our Common Stock would result in
reduction in the percentage of shares owned by present and prospective stockholders and may result in a change in control or management.
In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held our
stockholders.



THE REGULATION
OF PENNY STOCKS BY SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.



Our securities
are currently listed on the OTC Pink Sheets and we plan to have them listed on the OCTQB. Our shares are subject to a Securities and Exchange
Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established
customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).



For transactions
covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities
and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop.









7







In addition,
the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1,
15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities
constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules may
further affect the ability of our shareholders to sell our securities in any market that might develop for them.



Shareholders
should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns
of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping
of the same securities by promoters and broker-dealers after prices have been manipulated to a desired amount of consequent investor losses.
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a
position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines
of practical limitations to prevent the described patterns from being established with respect to our securities.



The shares
of our Common Stock may be thinly traded on the OTC Pink Sheets, meaning that the number of persons interested in purchasing our shares
of Common Stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number
of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional
investors and others in the investment community that generate or influence sales volume. Even if we came to the attention of such persons,
they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the
purchase of our shares of Common Stock until such time as we became more seasoned and viable. As a consequence, there may be periods of
several days or more when trading activity in our shares of Common Stock is minimal or non-existent, as compared to a seasoned issuer
which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on securities
price.



OUR COMMON
STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND, AS A RESULT, YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED
TO LIQUIDATE YOUR SHARES.



We cannot
give you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained,
or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell
their shares of Common Stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of Common
Stock of our Company.



THE COMPANY
IS A SHELL COMPANY AND AS SUCH SHAREHOLDERS CANNOT RELY ON THE PROVISIONS OF RULE 144 FOR RESALE OF THEIR SHARES UNTIL CERTAIN CONDITIONS
ARE MET.



The Company
is a shell company as defined under Rule 405 of the Securities Act of 1933 as a registrant that has no or nominal operations and either
no or nominal assets, or assets consisting only of cash or cash equivalents and/or other nominal assets. As securities issued by a shell
company, the securities issued by the Company can only be resold by filing a registration statement for those shares or utilizing the
provisions of Rule 144 once certain conditions are met, as follows: (i) the Company has ceased to be a shell company, (ii) the Company
is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, (iii) the Company has filed all
required reports under the Exchange Act for the preceding 12 months and (iv) one year has elapsed since the Company filed "Form 10"
information.



Thus, a
shareholder of the Company will not be able to sell its shares until such time as a registration statement for those shares is filed or
the Company has ceased to be a shell company either by effecting a business combination or by developmental growth, the Company has remained
current on its Exchange Act filings for 12 months and the Company has filed the information as would be required by a "Form 10"
filing (e.g. audited financial statements, management information and compensation, shareholder information, etc.)











8







THE PRICE
OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE



Our intention
is for our shares of Common Stock to continue to be listed on the OTC Markets. There is a limited market for our stock. It may be subject
to volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares
traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our Common Stock. This
low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in
any trading day session. Holders of our Common Stock may also not be able to readily liquidate their investment or may be forced to sell
at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our Common Stock exist at the time of
a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment.
Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Common Stock.
No assurance can be given that an active market in our Common Stock will develop or be sustained. If an active market does not develop,
holders of our Common Stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.



LOSS
OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.



We may issue
further Shares as consideration for the cash or assets or services out of our authorized but unissued Common Stock that would, upon issuance,
represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would
control us, and persons unknown could replace our current management. Such an occurrence would result in a greatly reduced percentage
of ownership of us by our current Shareholders.



WE DO
NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK



We do not
anticipate paying any cash dividends on our Common Stock in the foreseeable future.



WE MAY
BE UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS



The business
of selecting and entering into a merger is fraught with all kinds of issues. For instance, the business may need capital that is never
raised, the management is not capable of carrying the business forward successfully, the business plan is ill conceived, and not executed,
or competitive factors cause business failure. There are many other factors in addition to these, as may have been discussed above in
“Risk Factors” which could cause our company to fail and the investor’s capital will be at risk.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 1C. CYBERSECURITY



The Company does not, and will not, have the resources
to institute cybersecurity measures until such time as it may be able to enter into a successful merger transaction.









9







ITEM
2. PROPERTIES



We do not
own or lease any properties.



The Company
has no properties and at this time has no agreements to acquire any properties. The Company currently uses an office provided by Mr. Cacciamatta,
the Company’s President and CEO, at no cost to the Company. Mr. Cacciamatta has agreed to continue this arrangement until the Company
completes an acquisition or merger. We presently do not own any equipment, and do not intend to purchase or lease any equipment prior
to or upon completion of a business combination.



ITEM 3. LEGAL PROCEEDINGS



Neither
we nor any of our officers, directors, or holders of five percent or more of our Common Stock is a party to any pending legal proceedings
and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent or more
of our Common Stock have been threatened or is pending against us.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.

































10









PART II



ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Shares of
our Common Stock trade in the pink sheets market and quotations for the Common Stock are listed in the "Pink Sheets" produced
by the OTC Markets under the symbol “CONC”. The trading volume is very limited, averaging approximately one share daily. The
last reported trade was on June 23, 2023, at $0.22/share.



Record Holders.



There were approximately 184 holders of record
as of January 31, 2024. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one
or more customers who beneficially own the shares.



Transfer
Agent



Our transfer
agent is Legacy Stock Transfer, Inc. (formerly Signature Stock Transfer, Inc.), 16801 Addison Road, Suite 247 Addison, Texas 75001. Their
telephone number is (972) 612-4120.



Dividend
Policy



We have
never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board
of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion
plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit
arrangements may then impose.



Shares of Common Stock



Stock Reverse Split



The Company’s common shares were reverse
split 10,000 to 1 effective March 10, 2021.



Stock Issuances



On August 1, 2020, our sole director and officer
purchased 800,000 post-split common shares for $100 cash payable upon the effectiveness of such split, which occurred on March 10, 2021.



Description of Common Stock



We are authorized to issue 250,000,000 shares
of our Common Stock, no par value (the "Common Stock"). Each share of the Common Stock is entitled to share equally with each
other share of Common Stock in dividends from sources legally available therefore, when, and if, declared by our board of directors and,
upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in the assets of the Company that are available
for distribution to the holders of the Common Stock. Each holder of Common Stock is entitled to one vote per share for all purposes, except
that in the election of directors, each holder shall have the right to vote such number of shares for as many persons as there are directors
to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose, and the holders of Common
Stock have no preemptive rights, redemption rights or rights of conversion with respect to the Common Stock. Our board of directors is
authorized to issue additional shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder
action. All shares of Common Stock have equal voting rights, and voting rights are not cumulative.



A total of 888,579 shares of common stock are issued and outstanding.









11







Description of Preferred Stock



Of the 50,000,000 authorized shares of preferred
stock, 1,000,000 shares have been designated as Class A, 1,000,000 shares as Class B, and the remaining 48,000,000 shares are undesignated.



Each share of Class A preferred is entitled to
100 votes on all matters presented to the Company’s shareholders for action. The Class A does not have any liquidation preference,
additional voting rights, anti-dilution rights, or any other preferential rights.



Each share of Class B preferred is convertible
into 10 shares of the Company’s common stock. The Class B preferred does not have any liquidation preference, voting rights, other
conversion rights, anti-dilution rights, or any other preferential rights.



There are no preferred shares issued and outstanding.



ITEM 6. (Reserved)



ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION



We have no assets, minor liabilities and minor
administrative expenses. We seek to create value for our shareholders by merging with another entity with experienced management and opportunities
for growth in return for our common stock. We have not identified a merger candidate.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK



Not applicable.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



The financial statements required by this item
are located in Item 15 beginning on page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE



Not applicable. The financial statements included
herein are prepared by management and are unaudited.





ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our management conducted an evaluation, with the
participation of our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer,
of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this annual report on Form 10-K. Based
on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial
reporting described below, our disclosure controls and procedures were not sufficient as of December 31, 2022. Such weaknesses and deficiencies
are principally caused by our lack of employees and financial resources.



ITEM 9B. OTHER INFORMATION



During the quarter ended December 31, 2023, no
director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is
defined in Item 408(a) of Regulation S-K.





ITEM 9C. DISCLOSURE REGARDING FOREIGN JUSRISDICTIONS
THAT PREVENT INSPECTIONS.



Not applicable.









12









PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Directors
and Executive Officers



The following
table sets forth the name, age, and position with us for our sole director and officer as of September 30, 2022:



|Name               |  | Age |  | Position                                                      |  | Since       
|------------------ |  | --- |  | ------------------------------------------------------------- |  | ------------
|Danilo Cacciamatta |  | 78  |  | Director, Chief Executive Officer and Chief Financial Officer |  | August, 2020



Danilo
Cacciamattahas served as our sole director and officer since August 1, 2020. He was elected to the Board of Directors of California
First Leasing Corporation in June 2001. In June 2020, he was elected to the Board of Directors of West Texas Resources. Inc. Mr. Cacciamatta
was the CEO of Cacciamatta Accountancy Corporation, a PCAOB registered independent public accounting firm specializing in audits of SEC
reporting companies, from 1989 to 2010. From 1972 to 1988, Mr. Cacciamatta was with KPMG Peat Marwick, first as a management consultant
in Milan, Italy, and later in the audit group of the Orange County office in California. He was elected to partnership in 1980. His CPA
license from the state of California is currently inactive. Mr. Cacciamatta graduated from Pomona College with a B.A in economics and
the University of California at Riverside with an M.B.A.



CONFLICTS OF INTEREST – GENERAL



Our sole director and officer is, or may become,
in his individual capacity, an officer, director, controlling shareholder and/or partner of other entities engaged in a variety of businesses.
Thus, there exist potential conflicts of interest including, among other things, time, efforts, and corporation opportunity, involved
in participation with such other business entities. While our sole officer and director of our business is engaged in business activities
outside of our business, he devotes to our business such time as he believes to be necessary.



CONFLICTS
OF INTEREST – CORPORATE OPPORTUNITIES



There are
no requirements in our Articles of Incorporation or Bylaws which requires officers and directors of the Company to disclose to us business
opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose
to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded
from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company.
We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client
of any such person.



COMMITTEES
OF THE BOARD OF DIRECTORS



The members
of our Board are elected for one-year terms, to hold office until the next general meeting of stockholders, or until removed from office
in accordance with our bylaws.



Our Board
does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed
by the Board as a whole.



Code
of Ethics



To date,
we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company
has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that
the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition
of an on-going business and thereby commences operations.









13







ITEM
11. EXECUTIVE COMPENSATION



Mr. Danilo
Cacciamatta was our sole director and officer for fiscal years 2021 and 2022. He served on an interim basis until August 1, 2020, on which
date he was formally elected to these positions.



Executive
compensation during the two fiscal years ended December 31, 2023, was as follows:





|NAME AND PRINCIPAL POSITION                                                                                                                                     |  | SALARY |  | BONUS |  | STOCK AWARDS |  | OPTIONS AWARDS
                                                                                                                                                                                                                           ($) |  | NONQUALIFIED DEFERRED COMPENSATION
                                                                                                 ($) |  | ALL OTHER
                                                                               COMPENSATION |  | TOTAL
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------ |  | ----- |  | ------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------- |  | -----
|Danilo Cacciamatta, Director, President,
                                   Chief Executive Officer,
                                   Chief Financial Officer |  | –      |  | –     |  | –            |  | –                                                                                                                                                                                                                                             |  | –                                                                                                                                       |  | –                                                                                                     |  | –    







ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following
table sets forth, as of January 31, 2024, the number and percentage of the outstanding shares of Common Stock, which, according to the
information available to us, were beneficially owned by:



| | (i)   | each person who is currently a director,                                                        
| | ----- | ------------------------------------------------------------------------------------------------
| |       |                                                                                                 
| | (ii)  | each executive officer,                                                                         
| |       |                                                                                                 
| |       |                                                                                                 
| | (iii) | all current directors and executive officers as a group, and                                    
| |       |                                                                                                 
| | (iv)  | each person who is known by us to own beneficially more than 5% of our outstanding Common Stock.



Except as
otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned,
subject to community property laws where applicable.



|Name and Address of Beneficial Owner                                |  | Number of Common Shares |  | Percent of Class
|------------------------------------------------------------------- |  | ----------------------- |  | ----------------
|Danilo Cacciamatta, sole officer, and director (1)                  |  | 838,310                 |  | 94.34%          
|All executive officers, beneficial owners, and directors as a group |  | 838,310                 |  | 94.34%          



| | (1) | c/o 14308 S. Goss Rd, Cheney, WA 9904
| | --- | -------------------------------------



ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Mr. Cacciamatta,
our sole director and officer, provides office space at no cost to the Company. There are no other related party transactions.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Not applicable. We are an inactive registrant.











14







PART IV



ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES



|(a) | Financial statements
|--- | --------------------



Our unaudited financial statements are included
herein commencing on page F-1 following.



|(b) | Financial statement schedules
|--- | -----------------------------



Schedules are not required.



|(c) | Exhibits
|--- | --------



The exhibits to this annual report are listed below.



|Exhibit 
Number |  | Description                                                                                                                                                                                      
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                  
|31.1            |  | Certification of the Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|31.2            |  | Certification of the Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|32.1            |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                    
|101.INS         |  | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)**                          
|101.SCH         |  | Inline XBRL Taxonomy Extension Schema Document**                                                                                                                                                 
|101.CAL         |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document**                                                                                                                                   
|101.DEF         |  | Inline XBRL Taxonomy Extension Definition Linkbase Document**                                                                                                                                    
|101.LAB         |  | Inline XBRL Taxonomy Extension Label Linkbase Document**                                                                                                                                         
|101.PRE         |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document**                                                                                                                                  
|104             |  | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).**                                                                                                            

________________

** The SEC Financial Reporting Manual Section 1320.2 - Inactive Registrants
states that if Registrant has gross receipts or expenditures not over $100,000; no securities activity; and no material changes, it MAY
PROVIDE UNAUDITED FINANCIAL STATEMENTS IN FORM 10-K. XBRL requires auditor information and for this reason, this filing does not contain
xbrl as it would suspend.



ITEM 16. FORM 10-K SUMMARY



None.









15









CONECTISYS
CORPORATION

INDEX
TO UNAUDITED FINANCIAL STATEMENTS



|                                                                                                | Page
|----------------------------------------------------------------------------------------------- | ----
|                                                                                                |     
|Balance Sheets as of December 32, 2023 and 2022                                                 | F-2 
|                                                                                                |     
|Statements of Operations for the years ended December 31, 2023 and 2022                         | F-3 
|                                                                                                |     
|Statements of Changes in Shareholders' (Deficit) for the years ended December 31, 2023 and 2022 | F-4 
|                                                                                                |     
|Statements of Cash Flows for the years ended December 31, 2023 and 2022                         | F-5 
|                                                                                                |     
|Notes to Unaudited Financial Statements                                                         | F-6 





























F-1









CONECTISYS
CORPORATION

UNAUDITED
BALANCE SHEETS





|                                                                                                                 |  | December 31, 2022 |             |   | December 31, 2023 |  
|---------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ----------------- | -
|                                                                                                                 |  |                   |             |   |                   |  
|ASSETS                                                                                                           |  |                   |             |   |                   |  
|                                                                                                                 |  |                   |             |   |                   |  
|Current assets                                                                                                   |  |                   |             |   |                   |  
|Cash and cash equivalents                                                                                        |  | $                 | –           |   |                   | $
|Total current assets                                                                                             |  |                   | –           |   |                   |  
|                                                                                                                 |  |                   |             |   |                   |  
|Property and equipment, net                                                                                      |  |                   | –           |   |                   |  
|                                                                                                                 |  |                   |             |   |                   |  
|Total assets                                                                                                     |  | $                 | –           |   |                   | $
|                                                                                                                 |  |                   |             |   |                   |  
|LIABILITIES AND DEFICIT                                                                                          |  |                   |             |   |                   |  
|                                                                                                                 |  |                   |             |   |                   |  
|Current liabilities                                                                                              |  |                   |             |   |                   |  
|Accrued expenses                                                                                                 |  | $                 | 12,956      |   |                   | $
|Accounts payable                                                                                                 |  |                   | 30,150      |   |                   |  
|Total current liabilities                                                                                        |  |                   | 43,106      |   |                   |  
|                                                                                                                 |  |                   |             |   |                   |  
|Total liabilities                                                                                                |  |                   | 43,106      |   |                   |  
|                                                                                                                 |  |                   |             |   |                   |  
|Commitments and contingencies                                                                                    |  |                   | –           |   |                   |  
|                                                                                                                 |  |                   |             |   |                   |  
|Stockholders’ deficit                                                                                            |  |                   |             |   |                   |  
|Preferred stock - Class A, $1.00 par value; 1,000,000 shares authorized, none issued and outstanding             |  |                   | –           |   |                   |  
|Convertible preferred stock - Class B, $1.00 par value; 1,000,000 shares authorized, none issued and outstanding |  |                   | –           |   |                   |  
|Preferred stock - undesignated; 48,000,000 shares authorized, none issued and outstanding                        |  |                   | –           |   |                   |  
|Common stock - no par value; 250,000,000 shares authorized, 888,579 shares issued and outstanding*               |  |                   | 32,246,441  |   |                   |  
|(Accumulated deficit)                                                                                            |  |                   | (32,289,547 | ) |                   |  
|Accumulated other comprehensive income (loss)                                                                    |  |                   | –           |   |                   |  
|Total deficit                                                                                                    |  |                   | (43,106     | ) |                   |  
|                                                                                                                 |  |                   |             |   |                   |  
|Total liabilities and deficit                                                                                    |  | $                 | –           |   |                   | $





*On March
10, 2021, the Company implemented a 10,000 for 1 reverse split of its issued and outstanding shares of common stock. Except for shares
authorized, all references to number of shares and per share information have been retroactively adjusted to reflect such split.



See notes
to unaudited financial statements.









F-2







CONECTISYS
CORPORATION

UNAUDITED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)





|                                          |  |                                  |         |   |      |  
|----------------------------------------- |  | -------------------------------- | ------- | - | ---- | -
|                                          |  | For the Years Ended December 31, |        
|                                          |  | 2022                             |         |   | 2023 |  
|                                          |  |                                  |         |   |      |  
|REVENUE                                   |  | $                                | –       |   |      | $
|                                          |  |                                  |         |   |      |  
|COST OF REVENUE                           |  |                                  | –       |   |      |  
|                                          |  |                                  |         |   |      |  
|GROSS PROFIT                              |  |                                  | –       |   |      |  
|                                          |  |                                  |         |   |      |  
|OPERATING EXPENSES                        |  |                                  |         |   |      |  
|General and administrative                |  |                                  | 9,004   |   |      |  
|Total operating expenses                  |  |                                  | 9,004   |   |      |  
|                                          |  |                                  |         |   |      |  
|(LOSS) FROM OPERATIONS                    |  |                                  | (9,004  | ) |      |  
|                                          |  |                                  |         |   |      |  
|(LOSS) BEFORE INCOME TAXES                |  |                                  | (9,004  | ) |      |  
|                                          |  |                                  |         |   |      |  
|PROVISION FOR INCOME TAXES                |  |                                  | –       |   |      |  
|                                          |  |                                  |         |   |      |  
|NET (LOSS)                                |  |                                  | (9,004  | ) |      |  
|                                          |  |                                  |         |   |      |  
|OTHER COMPREHENSIVE INCOME (LOSS)         |  |                                  | –       |   |      |  
|                                          |  |                                  |         |   |      |  
|COMPREHENSIVE INCOME (LOSS)               |  | $                                | (9,004  | ) |      | $
|                                          |  |                                  |         |   |      |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES* |  |                                  |         |   |      |  
|Basic and diluted                         |  | $                                | 888,579 |   |      | $
|                                          |  |                                  |         |   |      |  
|(LOSS) PER SHARE*                         |  |                                  |         |   |      |  
|Basic and diluted                         |  | $                                | (0.01   | ) |      | $







*On March 10, 2021, the Company implemented a
10,000 for 1 reverse split of its issued and outstanding shares of common stock. Except for shares authorized, all references to number
of shares and per share information have been retroactively adjusted to reflect such split.



See notes
to unaudited financial statements.









F-3









CONECTISYS
CORPORATION

UNAUDITED
STATEMENTS OF CHANGES IN DEFICIT





|                           |  |               |         |  |             |   |            |         |  |   |             |  
|-------------------------- |  | ------------- | ------- |  | ----------- | - | ---------- | ------- |  | - | ----------- | -
|                           |  | Common Stock* |         |  | Accumulated |   |            |         | 
|                           |  | Shares        |         |  | Amount      |   |            | Deficit |  |   | Total       |  
|                           |  |               |         |  |             |   |            |         |  |   |             |  
|Balance, December 31, 2021 |  |               | 888,579 |  |             | $ | 32,246,441 |         |  | $ | (32,280,543 | )
|                           |  |               |         |  |             |   |            |         |  |   |             |  
|Net loss                   |  |               | –       |  |             |   | –          |         |  |   | (9,004      | )
|                           |  |               |         |  |             |   |            |         |  |   |             |  
|Balance, December 31, 2022 |  |               | 888,579 |  |             | $ | 32,246,441 |         |  | $ | (32,289,547 | )
|                           |  |               |         |  |             |   |            |         |  |   |             |  
|Net loss                   |  |               | –       |  |             |   | –          |         |  |   | (6,600      | )
|                           |  |               |         |  |             |   |            |         |  |   |             |  
|Balance, December 31, 2023 |  |               | 888,579 |  |             | $ | 32,246,441 |         |  | $ | (32,296,147 | )







*On March
10, 2021, the Company implemented a 10,000 for 1 reverse split of its issued and outstanding shares of common stock. Except for shares
authorized, all references to number of shares and per share information have been retroactively adjusted to reflect such split.





See notes
to unaudited financial statements.











F-4









CONECTISYS
CORPORATION

UNAUDITED
STATEMENTS OF CASH FLOWS





|                                                                            |  |                                  |        |   |      |  
|--------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ---- | -
|                                                                            |  | For the Years Ended December 31, |       
|                                                                            |  | 2022                             |        |   | 2023 |  
|                                                                            |  |                                  |        |   |      |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                  |        |   |      |  
|Net (loss)                                                                  |  | $                                | (9,004 | ) |      | $
|Adjustments to reconcile net (loss) to cash (used in) operating activities: |  |                                  |        |   |      |  
|Change in operating assets and liabilities                                  |  |                                  |        |   |      |  
|Accrued expenses                                                            |  |                                  | 600    |   |      |  
|Accounts payable                                                            |  |                                  | 8,404  |   |      |  
|Net cash used in operating activities                                       |  |                                  | –      |   |      |  
|                                                                            |  |                                  |        |   |      |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                  | –      |   |      |  
|                                                                            |  |                                  |        |   |      |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                  | –      |   |      |  
|                                                                            |  |                                  |        |   |      |  
|CHANGES IN CASH                                                             |  |                                  | –      |   |      |  
|                                                                            |  |                                  |        |   |      |  
|CASH AND CASH EQUIVALENT, beginning of year                                 |  |                                  | –      |   |      |  
|                                                                            |  |                                  |        |   |      |  
|CASH AND CASH EQUIVALENT, end of year                                       |  | $                                | –      |   |      | $
|                                                                            |  |                                  |        |   |      |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                         |  |                                  |        |   |      |  
|Cash paid for income tax                                                    |  | $                                | –      |   |      | $
|Cash paid for interest                                                      |  | $                                | –      |   |      | $



See notes
to unaudited financial statements.









F-5









Conectisys
Corporation

Notes
to Unaudited Financial Statements

December
31, 2023





Note
1 – Nature of business and organization



ConectiSys
Corporation (the “Company”) was incorporated in Colorado on February 2, 1986, under the name Coastal Financial Corp. On December
5, 1994, Coastal Financial Corp. changed its name to BDR Industries, Inc. which changed its name on October 16, 1995, to ConectiSys Corporation.



The Company
was engaged in the development of a low-cost automatic meter reading, or AMR, solution until it ceased all business activity in 2008.



Operations:
None



Customers:
None



Employees:
None



Note
2 – Basis of Presentation and Summary of significant accounting policies



Basis
of presentation



The accompanying
financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America
(“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).



The Company
changed its fiscal year end from September 30 to December 31 on January 31, 2023. The change did not result in any material differences
in the Company’s financial statements because the Company has minimal activities and its quarterly operating results are immaterial.



Cash and cash equivalents



Cash and cash equivalents consist of amounts of
cash on hand and bank deposits.



Use of
estimates and assumptions



The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures
of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during
the periods presented. Actual results could differ from these estimates.



Income taxes



The Company accounts for income taxes under the
asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the
amount expected to be realized.



The Company has adopted the provisions of ASC
740, Income Taxes.









F-6







Commitments
and Contingencies



In the ordinary course of business, the Company
is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of
matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it
is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making
these assessments including historical and specific facts and circumstances of each matter.



Earnings
per share



Basic earnings per share are computed by dividing
net income attributable to holders of Common Stock by the weighted average number of Common Stock outstanding during the year. Diluted
earnings per share reflect the potential dilution that could occur if securities to issue Common Stock were issued.



Recently
issued accounting pronouncements



The Company does not believe that recently issued
accounting standards will have a material effect on its financial statements.



Subsequent
events



The Company evaluated subsequent events and transactions
that occurred after the balance sheet date through the date that the financial statements are available to be issued. There are no material
subsequent events that required recognition or additional disclosure.



Going concern



The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.
Additional capital infusion is necessary in order to fund current expenditures, acquire business opportunities and achieve profitable
operations. This factor raises substantial doubt about the Company’s ability to continue as a going concern.



The Company’s management intends to continue
funding current expenditures and to raise additional funds. However, there can be no assurance that management will be successful in this
endeavor.



Note
3 – Loss Per Share



The following
table sets forth the computation of basic and diluted loss per share for the years presented:



|                                                  |  |                          |         |   |      |  
|------------------------------------------------- |  | ------------------------ | ------- | - | ---- | -
|                                                  |  | Years ended December 31, |        
|                                                  |  | 2022                     |         |   | 2023 |  
|                                                  |  |                          |         |   |      |  
|Numerator: Net loss                               |  | $                        | (9,004  | ) |      | $
|Denominator: Weighted average shares outstanding* |  |                          | 888,579 |   |      |  
|                                                  |  |                          |         |   |      |  
|Net loss per share                                |  | $                        | (0.01   | ) |      | $



*Effective
March 10, 2021, the Company implemented a 10,000 to 1 reverse split of its issued and outstanding shares of common stock. The number of
post-split shares held by each shareholder will be rounded up to the nearest digit, with a minimum of 1 share. Accordingly, our transfer
agent will determine the exact number of shares outstanding post-split. The computation of basic and diluted Loss per Share was retroactively
adjusted for all periods presented.









F-7







Note
4 – Equity



The total
number of authorized shares of capital stock, as amended, is currently 300,000,000, consisting of 250,000,000 common shares, no par value,
and 50,000,000 shares of preferred stock. The number of post-split common shares outstanding is 888,579, of which 838,100 are owned by
our sole director and officer. Of the 50,000,000 shares of preferred stock, 1,000,000 shares are designated Class A, $1.00 par value per
share, with each share having voting rights equal to 100 common shares. In addition, 1,000,000 shares are designated Class B, $1.00 par
value per share, with each share convertible into 10 common shares. The remaining 48,000,000 preferred shares authorized are undesignated.
None of the preferred shares are issued and outstanding.



















































F-8







SIGNATURES



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,
thereunto duly authorized.



| | CONECTISYS CORPORATION
| | ----------------------
| |                       
| | By:                   
| |                       





Date: March 29, 2024