Conectisys Corporation and Subsidiaries
  (A Development Stage Company)
  Consolidated Financial Statements
  Years ended November 30, 1997 and 1996
  and from December 1,1990 (inception of Development
  Stage) through November 30, 1997

                                                       
        Report on independent certified public accountants  2-3
          
          
          Consolidated financial statements
          
            Balance sheets                                    4
          
            Statements of operations                          5
          
            Statements of shareholders' equity              6-9
          
            Statements of cash flows                      10-11
          
          
          Summary of accounting policies                 12 -16
          
          
          Notes to consolidated financial statements      17-30
          
Report of Independent Certified Public Accountants



Board of Directors
Conectisys Corporation and Subsidiaries
Agua Dulce, California


We  have audited the accompanying consolidated balance sheets  of
Conectisys  Corporation  and Subsidiaries  (a  development  stage
company)  as  of  November 30, 1997 and  1996,  and  the  related
consolidated statements of operations, shareholders' equity,  and
cash  flows  for the years ended November 30, 1997 and  1996  and
from  December 1, 1990 (inception of development stage)  through,
November  30, 1997, except that we did not audit these  financial
statements  for  the  period  December  1,  1990  (inception   of
development  stage)  through November 30, 1994,  these  financial
statements were audited by other auditors and whose report  dated
January  9,  1995  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 audits to obtain reasonable assurance about  whether
the financial statements are free of material misstatements.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant estimates made by management,  as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion,  based on our audits and the  report  of  other
auditors, the consolidated financial statements referred to above
present  fairly, in all material respects, the financial position
of  Conectisys  Corporation and Subsidiaries as of  November  30,
1997 and 1996, and the results of their operations and their cash
flows  for  the years ended November 30, 1997 and 1996  and  from
December  1,  1990  (inception  of  development  stage)   through
November   30,  1997,  in  conformity  with  generally   accepted
accounting principles.



The  accompanying  consolidated financial  statements  have  been
prepared  assuming  that the Company will  continue  as  a  going
concern.   As  discussed in Note 2 to the consolidated  financial
statements,  the deficiency in working capital of $1,235,492  and
$780,357 as of November 30, 1997 and 1996, respectively, and  the
operating  losses  incurred  since  the  Company's  return  to  a
development  stage raise substantial doubt about its  ability  to
continue as a going concern. Management's plans concerning  these
matters also are described in Note 2.  Also the Company is  party
to   a  Securities  and  Exchange  Commission  investigation   as
described  in  Note 9.  The consolidated financial statements  do
not include any adjustments that might result from the outcome of
this uncertainty.





                                 BDO Seidman, LLP




Los Angeles, California
March 6, 1998

November 30,                                   1997        1996 
                                                                
Assets                                                          
                                                                
Current assets                                                  
  Cash and cash equivalents               $  17,265    $ 24,495 
  Accounts receivable - trade (net of                           
allowance for                                 3,411      35,532
     doubtful accounts of $379 and
$1,668)
                                                                
Total current assets                         20,676      60,027 
                                                                
                                                                
                                                                
                                                                
                                                                
Notes receivable, net (Note 4)              181,270      446,625 
                                                                
                                                                
Interest receivable, net (Note 4)                 -       7,947 
                                                                
                                                                
Property and equipment, net (Note 5)        118,904      150,370 
                                                                
                                                                
Other assets                                                    
  Licenses and technology, net of                               
accumulated                                                    
     amortization of $656,337 and           954,403    1,727,242
     $481,526 in 1997 and 1996    
(Notes 1 and 9)
  Deposits                                        -        4,500 
                                                                
Total other assets                          954,403    1,731,742
                                                            
                                                                
                                        $ 1,275,253  $ 2,396,711 
                                             

November 30,                                     1997      1996 
                                                                
Liabilities and Shareholders' Equity                            
                                                                
Current liabilities                                             
  Accounts payable                           $ 410,455  $ 338,822 
  Accrued compensation (Note 9)                223,448    136,181 
  Accrued expenses                             50,000         - 
  Notes payable (Notes 3 and 6)                                 
     Related party                                  -         - 
     Other                                     444,463    247,719 
  Other current liabilities                    127,802    117,662 
                                                                
Total current liabilities                    1,256,168    840,384 
                                                  
                                                                
Long-term liabilities                                           
  Notes payable (Notes 3 and 6)                                 
     Related                                        -    527,830 
     Other                                      1,216    163,719 
                                                                
Total long-term liabilities                     1,216    691,549 
                                                                
Commitments and contingencies (Note 9)                          
                                                                
Shareholders' equity (Note 7)                                   
  Preferred stock - Class A, 1,000,000                          
shares authorized,                                             
     $1.00 par value; 20,500 and 16,435        20,500    20,500
issued and
     outstanding in 1996 and 1995
  Convertible preferred stock - Class B,                        
1,000,000 shares                                              -
     authorized, $1.00 par value; -0-
issued and outstanding
  Common stock, 250,000,000 shares                              
authorized, no                                                 
     par value; 4,677,268 and 138,786       8,349,580    6,457,221
shares issued and outstanding 
  in 1997 and 1996
  Deficit accumulated during development   (8,352,211)  (5,612,943)
stage                                            
                                                                
Total shareholders' equity                     17,869     864,778 
                                                                
                                          $ 1,275,253 $ 2,396,711 
                                                

      See summary of significant accounting policies and notes to
                               consolidated financial statements.

                                                    December 1, 
                                                        1990
                                                    (Inception) 
                                                      through
                                  Years Ended       November 30,
                                  November 30,
                                 1997       1996        1997    
                                                               
Revenues                     $ 380,642  $ 111,163   $  491,805 
                                        
                                                               
Cost of goods sold              237,914    86,977       324,891 
                                                               
Gross profit                    142,728    24,186       166,914 
                                                               
Operating expenses                                             
  General and administrative  1,961,535 1,715,009     4,782,152 
(Note 3)                             
  Bad debt write-offs (Note     446,625   118,611     1,680,522 
4)                                         
                                                               
Loss from operations        (2,265,432)(1,809,434)   (6,295,760)
                              
                                                               
Interest income                       -    98,356       101,048 
                                                               
Interest expense               (89,365 ) (648,424)     (767,033)
                            
                                                               
Write-off of intangible       (384,471)       -        (384,471)
assets (Note 1)                  
                                                               
Minority interest                  -      120,569       121,747 
                                      
                                                               
Net loss                  $ (2,739,268) $(2,238,933) $(7,224,469)
                                    
                                                               
Weighted average shares        813,327      130,431               
outstanding                                   
                                                               
Net loss per share            $   (3.37 )  $ (17.17 )             
                                   

      See summary of significant accounting policies and notes to
                               consolidated financial statements.
<TABLE>
<CAPTION>
                                                                           Deficit            
                                                                         Accumulated
                                   Preferred                                During             
                                     Stock
                                    Class A         Common Stock          Development
                                Shares    Amount    Shares    Amount         Stage            Total  

<S>                           <C>      <C>       <C>        <C>           <C>             <C>                           
Balance, December 31, 1990                                                                   
(re-entry                           -  $     -       10,609  $ 1,042,140   $ (1,042,140)   $       -
  development stage)              
                                                                                             
Shares issued in exchange                                                                    
for:
  Cash, May 31, 1993                -        -        1,000         1,000           -           1,000 
  Capital contribution, May         -        -        2,000           515            -            515 
31, 1993
  Services, March 26, 1993          -        -        2,000           500           -             500 
  Services, March 26, 1993          -        -        1,200           600           -             600 
                                                                                             
Net loss for the year ended         -        -         -          -               (5,459 )     (5,459)
November 30, 1993
                                                                                             
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,           -        -        8,700       11,614              -        11,614 
1994
  Cash, September 26, 1994          -        -        3,000       15,000              -        15,000 
  Cash, October 6, 1994         16,345   16,345           -          -                -        16,345 
  Cash, September and               -        -        1,320       33,000              -        33,000 
October, 1994
                                                                                             
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
</TABLE>

<TABLE>
<CAPTION>

                                     Preferred                                        
                                       Stock
                                      Class A          Common Stock              Accumulated
                               Shares    Amount       Shares   Amount              Deficit     Total
<S>                           <C>      <C>       <C>        <C>           <C>             <C> 
Shares issued in exchange for:                                                               
  Cash, February 13, 1995         -       -            1,160      232,000             -       232,000
  Debt repayment, February 13,    -       -            2,040      408,000             -       408,000 
  1995
  Debt repayment, February 20,    -       -            4,778      477,810             -       477,810 
  1995
  Acquisition of assets, CIPI     -       -           28,750    1,950,000             -     1,950,000 
February 1995 
  Acquisition of assets,          -       -           15,000         -                -          - 
April 5, 1995 (Note 10)
  Cash and services, April        -       -           16,000      800,000             -       800,000 
and May 1995 
  Cash, June 1, 1995              -       -              500       30,000             -        30,000 
  Acquisition of assets and       -       -            4,000      200,000             -       200,000 
services, September 26, 195
  Cash, September 28, 1995        -       -               41        3,000             -         3,000 
  Acquisition of assets,          -       -           35,000    1,750,000             -     1,750,000 
September 1995
  Return of assets, CIPI          -       -          (27,700)  (1,950,000)            -    (1,950,000)
September 1995
                                                                                             
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 (Note7):
  Cash, February, 1996            -       -            1,389      152,779            -        125,000
  Debt repayment, February,       -       -           10,000      612,000            -        639,779 
  1996   
  Services, February, 1996        -       -            3,160      205,892            -        205,892 
  Cash, March, 1996               -       -              179       25,000            -         25,000 
                                                                                             
Shares returned and canceled,     -       -          (15,000)        -               -          - 
March, 1996 
                                                                                             
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 (Note 7):
  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     -       -              113         -               -           - 
due to reverse stock 
split (1:20)
                                                                                          
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
</TABLE>

      See summary of significant accounting policies and notes to
                               consolidated financial statements.



Increase (Decrease) in Cash                         December 1, 
                                                        1990
                                                    (Inception) 
                                                      through
                                   Years Ended       November 30,
                                   November 30,
                                 1997          1996        1997    
                                                               
Cash flows from operating                                      
activities:
  Net loss                   $(2,739,268) $ (2,238,933) (7,274,469)
                             
  Adjustments to reconcile net                                 
loss to
    net cash used in operating
activities:
     Stock issued for services   690,602       575,433    2,064,196
     Stock issued for interest    88,951       446,640      535,591
     Provision for bad debt      447,915       118,611    1,422,401
       write-offs 
     Minority interest              -         (120,569)     (121,747)
     Depreciation and            871,866       519,789     1,392,925 
       amortization  
     (Increase) decrease in                                    
assets:
       Accounts receivable        30,831    (38,862 )      (7,612)
       Accrued interest            7,947    (95,281)      (95,700)
          receivable   
       Deposits                    4,500       -             - 
     Increase (decrease) in                                    
liabilities:
       Accounts payable           71,633    295,889       410,455 
                                             
       Accrued expenses           50,000       -           50,000 
       Accrued compensation       87,267     82,886       223,448 
       Other current              10,140    105,540       216,753 
          liabilities 
                                                               
Net cash used in operating      (377,616 ) (348,857)   (1,183,759)
activities 
                                                               
Cash flows from investing                                      
activities:
  Increase in notes receivable      -          -       (1,322,500)
     (Note 4)
  Costs of licenses and          (60,465)   (30,340)      (94,057)
    technology    
  Purchase of equipment           (7,096)   (31,535)      (65,066)
                                                               
Net cash used in investing       (67,561)   (61,875)     (1,481,623)
  activities 
                                                               
Cash flows from financing                                      
  activities:
  Common stock issuance          300,000    150,000         860,655 
  Preferred stock issuance          -          -             16,345 
  Proceeds from debt, other       57,894    155,203       1,540,731 
  Proceeds from debt, related       -       150,309         206,544 
  Proceeds from stock purchase    99,980        -            99,980 
  Payments on debt, other           -         (8,951)        (8,951)
  Payments on debt, related      (19,927)    (33,245)       (53,172)
  Decrease in stock                 -         20,000         20,000 
     subscription receivable
  Contributed capital               -           -               515 
                                                               
Net cash provided by financing   437,947     433,316      2,682,647 
  activities
                                                               
Net increase (decrease) in        (7,230)     22,584         17,265 
cash
                                                               
Cash, beginning of year           24,495       1,911           - 
                                                               
Cash, end of year              $ 17,265     $ 24,495      $  17,265 
                                                               
Supplemental disclosure of cash flow information:
  Cash paid during the year                                    
for:
     Interest                  $   -        $ 41,874     $  130,825 
     Taxes                         -             800          1,650 
                                                               
Noncash financing activities:                                  
  Common stock issued in                                       
exchange for:
     Purchase of stock         $ 281,250         -        $   281,250 
     Property and equipment    $    -       $  35,362     $   130,931 
     Licenses and technology   $    -       $     -       $ 1,770,000 
     Repayment of debt and     $ 620,507    $ 257,469     $ 1,674,835 
        interest
     Services and interest     $ 690,602    1,017,918     $ 2,630,928 

      See summary of significant accounting policies and notes to
                               consolidated financial statements.

                   
Basis of           The   accompanying   consolidated   financial
Presentation       statements   include  the   transactions   of
                   Conectisys  Corporation ( the "Company")  and
                   its  80% owned subsidiaries Technilink,  Inc.
                   and    Primelink,    Inc.     All    material
                   intercompany  transactions and balances  have
                   been    eliminated   in   the    accompanying
                   consolidated financial statements.
                   
Development        The   Company  returned  to  the  development
Stage              stage  in  accordance  with  SFAS  No.  7  on
Company            December  1, 1990 and during the fiscal  year
                   ended   November   30,  1995,   the   Company
                   completed  two mergers and is in the  process
                   of  developing  its  technology  and  product
                   lines.
                   
Cash               For  financial  accounting purposes  and  the
Equivalents        statement  of  cash flows,  cash  equivalents
                   include  all  highly liquid debt  instruments
                   with an original maturity of three months  or
                   less.
                   
Property and       Property and equipment are recorded at  cost.
Equipment          Depreciation  is computed over the  estimated
                   useful   lives  of  the  assets   using   the
                   straight-line    method.     Property     and
                   equipment is estimated to have a useful  life
                   of 5-7 years.
                   
Net Loss Per       Net  loss  per common share is based  on  the
Common Share       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 antidilutive.
                   
Stock Issued       Shares  of the Company's no par value  common
for Noncash        stock   issued  in  exchange  for  goods   or
Consideration      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.
                   

Estimates          The  preparation of the financial  statements
                   in   conformity   with   generally   accepted
                   accounting principles 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
                   financial   statements   and   the   reported
                   amounts  of revenues and expenses during  the
                   reporting   period.   Actual  results   could
                   differ from those estimates.
                   
License            The  cost  of  acquiring license  rights  are
Agreements         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.  At November 30,  1997,  the
                   Company  generated  some  revenues  from  the
                   licenses  it  acquired.  Although  management
                   has  developed a plan to develop  and  market
                   the  technology,  it  is reasonably  possible
                   that  the estimates of expected future  gross
                   revenue will be reduced significantly in  the
                   near   term   due  to  competitive  pressure.
                   Consequently,   the   carrying   amount    of
                   capitalized  licenses at  November  30,  1997
                   may  be reduced materially in the near  term.
                   The   carrying  value  of  the  licenses   is
                   subject   to  periodic  evaluation   and   if
                   necessary  the amounts will be  written  down
                   to   their  net  realizable  value.   As   of
                   November  30,  1997  the  Company   had   not
                   generated  any  revenues from the  Technilink
                   licenses  and  the future projected  revenues
                   were   revised.    As  such  the   Technilink
                   license  and deferred technology were  write-
                   down to their net realizable value.
                   
Technology         Deferred     technology     costs     include
                   capitalized  product development and  product
                   improvement  cost  incurred  after  achieving
                   technological  feasibility and are  amortized
                   over a period of five years.
                   

Income Taxes       The   Company   has  adopted  Statement   of
                   Financial Accounting Standards ("SFAS")  No.
                   109, which requires the Company to recognize
                   deferred tax assets and liabilities for  the
                   expected  future tax consequences of  events
                   that  have  been recognized in the Company's
                   consolidated  financial  statements  or  tax
                   returns.   Under this method,  deferred  tax
                   liabilities and assets are determined  based
                   on  the  difference  between  the  financial
                   statement carrying amounts and tax basis  of
                   assets using the enacted rates in effect  in
                   the  years  in  which  the  differences  are
                   expected to reverse.
                   
Impairment of Long-Statement  of Financial Accounting Standards
Lived Assets       No.  121, "Accounting for the Impairment  of
                   Long-Lived Assets and for Long-Lived  Assets
                   to  be Disposed Of" (SFAS No. 121) issued by
                   the  Financial  Accounting  Standards  Board
                   (FASB) is effective for financial statements
                   for  fiscal  years beginning after  December
                   15,  1995.  The new standard establishes new
                   guidelines regarding when impairment  losses
                   on  long-lived  assets, which include  plant
                   and    equipment,    certain    identifiable
                   intangible  assets and goodwill,  should  be
                   recognized and how impairment losses  should
                   be measured.
                   
Accounting for     Statement  of Financial Accounting Standards
Stock-Based        No.   123,   "Accounting   for   Stock-Based
Compensation       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 123 also encourages,
                   but  does  not require companies  to  record
                   compensation  cost for stock-based  employee
                   compensation.   The Company  has  chosen  to
                   continue    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

Accounting for     any,  of  the  fair  market  price  of   the
Stock-Based        Company's  stock at the date of  grant  over
Compensation       the  amount an employee must pay to  acquire
(Continued)        the stock.  Also in accordance with SFAS No.
                   123,  the  Company has provided  the  stock.
                   Also  in  accordance with SFAS No. 123,  the
                   Company  has  provided  footnote  disclosure
                   with   respect   to   stock-based   employee
                   compensation.    The  cost  of   stock-based
                   compensation is measured at the  grant  date
                   on  the  value  of the award and  recognizes
                   this  cost  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
                   grant  date or other measurement  date  over
                   the  amount an employee must pay to  acquire
                   the stock.
                   
New Accounting     Statement  of  Financial Accounting  Standard
Pronouncements     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
                   No.  131) issued by the FASB is effective for
                   financial   statements  with   fiscal   years
                   beginning  after December 15, 1997.   Earlier
                   application  is  permitted.   SFAS  No.   131
                   requires   that   public   companies   report
                   certain     information    about    operating
                   segments,     products,     services      and
                   geographical areas in which they operate  and
                   their major customers.  The Company does  not
                   expect  adoption of SFAS No. 131 to  have  an
                   effect  on its financial position or  results
                   of     operations;    however,     additional
                   disclosures  may  be  made  relating  to  the
                   above items.
                   

Fair Value         The    carrying    amounts    of    financial
of Financial       instruments   including   cash    and    cash
Instruments        equivalents,  accounts  receivable,  accounts
                   payable,   accrued  compensation  and   notes
                   payable   other,   approximate   fair   value
                   because  of  the  short  maturity  of   these
                   instruments.    It   is  not   practical   to
                   estimate the fair value of the notes  payable
                   related  party  due  to their  related  party
                   nature.
                   
Reclassifications  For  comparability  purposes,  certain  prior
                   year  accounts  have  been  reclassified   to
                   conform with current year presentation.
                   


                   
1. Business        Nature of Organization
                   
                   The  Company was incorporated under the  laws
                   of  Colorado on February 3, 1986, to  analyze
                   and  invest in business opportunities as they
                   may occur.
                   
                   TechniLink  has  developed  the   Cube   2001
                   series for the monitoring and controlling  of
                   various  devices  in the  petroleum  and  gas
                   industry.
                   
                   PrimeLink  has developed a product line  that
                   uses  cutting edge communications  to  assist
                   in  the  monitoring  of  meters  for  utility
                   companies  and the petroleum industry.   This
                   technology, while eliminating the need for  a
                   meter   reader,   is  more   significant   in
                   enabling  the  utility companies  to  utilize
                   energy  conservation  and,  in  the  case  of
                   power  companies,  re-routing  of  electrical
                   power  to  areas  where it  is  needed.   The
                   devices  are also in use in vending  machines
                   to   monitor  sales  and  functions  of   the
                   vending    machine   without   the   physical
                   inspection usually needed.
                   
                   Effective  December  1,  1994,  the   Company
                   agreed  to  acquire  all of  the  outstanding
                   shares  of  Progressive Administrators,  Inc.
                   (PAI)  in exchange for 300,000 shares of  its
                   no  par  value common stock.  The transaction
                   was   to  be  accounted  for  as  a  purchase
                   transaction.  The shares to be issued by  the
                   Company  were  to be "restricted  securities"
                   within  the  meaning   of  Rule  144  of  the
                   Securities   Act   of   1933,   as   amended.
                   Accordingly,  PAI would have been  a  wholly-
                   owned   subsidiary  of  the  Company  as   of
                   December  1,  1994.  PAI was  formed  in  the
                   state  of Colorado on September 14, 1994  and
                   is engaged in the records storage business.
                   

1. Business        Nature of Organization (Continued)
   (Continued)     
                   Effective December 1, 1994, the Company  also
                   agreed  to  acquire  all of  the  outstanding
                   shares  of  Creative  Image  Products,   Inc.
                   (CIPI) in exchange for 575,000 shares of  its
                   no  par value common stock.  The shares  were
                   issued  in  February  of  1995.   The  shares
                   issued   by   the  Company  were  "restricted
                   securities"  within the meaning of  Rule  144
                   of  the  Securities Act of 1933, as  amended.
                   Accordingly,    CIPI   was   a   wholly-owned
                   subsidiary  of the Company as of December  1,
                   1994.   CIPI  was  formed  in  the  state  of
                   Kansas  on  April 29, 1994 and is engaged  in
                   the  insecticide  business  and  through  its
                   wholly-owned   subsidiary,   ADA    Signature
                   Distributors,  Inc., the  sign  manufacturing
                   business.
                   
                   During  1995,  the Company's only  operations
                   consisted of CIPI's manufacturing of  organic
                   insecticides   prior  to  its  disposal.   On
                   September  28, 1995 the Company entered  into
                   an  agreement  to unwind the  acquisition  of
                   CIPI.   CIPI issued a promissory note to  the
                   Company  in  the  amount  of  $1,302,500   to
                   reimburse the Company for cash advances.   In
                   accordance  with  the agreement,  the  shares
                   issued  to CIPI were exchanged for all shares
                   issued    to   the   Company.    The   shares
                   outstanding  carry no value on the  financial
                   statements.   In 1997, the Company  wrote-off
                   this   notes  receivable  as  it  was  deemed
                   uncollectible.
                   
                   On  February 15, 1996, PrimeLink entered into
                   a  Joint  Marketing and Development Agreement
                   ("Agreement") with SkyTel Corp.  pursuant  to
                   which  PrimeLink  agreed  to  customize   and
                   develop  a  paging technology based  receiver
                   for  use  in connection with SkyTel's two-way
                   wireless  messaging services and system  (the
                   "SkyTel Network") and both parties agreed  to
                   assist  each  other in the marketing  of  the
                   PrimeLink  product  and the  SkyTel  Network.
                   The   Company   believes   that   the   joint
                   marketing  of  its product  with  the  SkyTel
                   System  could have significant potential  for
                   the  Company.   However, the  Agreement  does
                   not  require  any purchases of the  PrimeLink
                   product  by  SkyTel, and may not  necessarily
                   result  in any significant revenues  for  the
                   Company.   The  Agreement is for  a  two-year
                   term,   and  will  automatically  renew   for
                   additional  one-year terms  until  terminated
                   by either party.

1. Business        Acquisition of Privately Held Companies
   (Continued)     
                   In  September 1995, the Company acquired  80%
                   of  the outstanding stock of TechniLink, Inc.
                   a  California  Corporation, and  80%  of  the
                   outstanding  stock  of  PrimeLink,  Inc.,   a
                   Kansas   corporation,  in  exchange  for   an
                   aggregate  of 200,000 shares of the Company's
                   common   stock.    The   acquisitions    were
                   accounted  for  as purchases. Both  PrimeLink
                   and  TechniLink  are start-up companies  with
                   no  material operating activity and therefore
                   no  pro  forma statements of operations  were
                   provided for 1995.
                   
                   The  acquisitions of these companies occurred
                   in   connection  with  the  signing  of   the
                   license agreements discussed in Note 9.   The
                   Company  issued a total of 700,000 shares  of
                   common  stock and assumed a loan of  $400,000
                   to    acquire    the   licenses    and    the
                   Corporations.  The only major asset  acquired
                   from   PrimeLink  and  TechniLink   was   the
                   license  and  technology.  The  stock  issued
                   was  valued  at $1,750,000, the  fair  market
                   value   of  common  stock  issued,   and   is
                   included  in licenses and technology  on  the
                   balance sheet.
                   
2. Going Concern   As   of  November  30,  1997  and  1996,  the
                   Company  has a deficiency in working  capital
                   of  $1,235,492 and $780,357, respectively and
                   has   incurred  operating  losses  since  its
                   return to the development stage, which  raise
                   substantial   doubt   about   the   Company's
                   ability  to  continue  as  a  going  concern.
                   Also   the   company  is  a   party   to   an
                   investigation by the Securities and  Exchange
                   Commission see Note 9.
                   
                   Management's   plans  for  correcting   these
                   deficiencies  include  the  future  sales  of
                   their  newly licensed products and  to  raise
                   capital through the issuance of common  stock
                   to  assist in providing the Company with  the
                   liquidity    necessary    to    retire    the
                   outstanding    debt   and   meet    operating
                   expenses.   In the longer term,  the  Company
                   plans  to  achieve profitability through  the
                   operations   of   the   subsidiaries.     The
                   consolidated  financial  statements  do   not
                   include  any  adjustments that  might  result
                   from the outcome of the uncertainty.
                   

3. Related Party   The  Company issued 2,494 and 260,000  shares
   Transactions    of   common  stock  during  the  years  ended
                   November 30, 1996 and 1995, respectively,  to
                   a  related  party in exchange  for  services.
                   The  services  were  valued  at  $17,538  and
                   $534,961,  respectively,  which  approximates
                   the fair market value of the shares issued.
                   
                   The  CEO  of the Company exercised 28,805  of
                   his  stock  options at an exercise  price  of
                   $0.20  per  share.  The Company  also  issued
                   the  CEO  4,155 shares of Preferred  Class  A
                   stock for services rendered.
                   
                   The  Company  also leases office  space  from
                   S.W.  Carver Corporation, a company owned  by
                   a  major  shareholder of  the  Company.   The
                   lease is for a period of twelve months  at  a
                   rate  of $2,000 per month.  The Company  also
                   pays  S.W. Carver Corporation for bookkeeping
                   services  which are included in  general  and
                   administrative expenses.
                   
                   Rent  expense  for the years  ended  November
                   30,  1997  and 1996 were $20,000 and $24,000,
                   respectively.
                   
                   In  February  1996,  the Company's  Board  of
                   Directors authorized the purchase  of  a  car
                   for  the  use of its Chief Financial Officer.
                   The    purchase   price   was   approximately
                   $23,000,  of which approximately $18,000  was
                   financed  by  the  Company.   The  Board   of
                   Directors  also determined that  the  vehicle
                   would  be  maintained and fueled in  full  by
                   the Company.
                   
4. Notes           A  note  receivable from CIPI  of  $1,302,500
   Receivable      was   deemed  to  be  uncollectible  and  was
                   written-off   in  1997.   The   Company   had
                   provided  an  allowance of $855,875  in  1996
                   and   1995   which   was  also   written-off.
                   Interest receivable on this note was written-
                   off accordingly.
                   
                   A  promissory note was received  on  a  stock
                   purchase   agreement   in   the   amount   of
                   $281,250.    A  payment  in  the  amount   of
                   $99,980  was  received leaving a  balance  at
                   year  end  that was subsequently received  in
                   full.

5. Property and    Property  and  equipment  consisted  of   the
   Equipment       following:
                   November 30,                   1997    1996 
                                                               
                   Office equipment             $ 148,518  $ 141,422 
                   Furniture and fixtures          14,369     14,369
                   Vehicles                        35,362     35,362 
                                                  198,249    191,153
                   Accumulated depreciation       (79,345)   (40,783)
                                                               
                   Total                        $ 118,904  $ 150,370 

                   Depreciation  expense  for  the  years  ended
                   November  30,  1997 and 1996 totaled  $38,562
                   and $38,263, respectively.
                   
6. Notes Payable   The    notes   payable   consisted   of   the
                   following:

                   November 30,                   1997    1996 
                                                               
                 Notes payable to S.W. Carver                  
                   Corporation (a related                     
                   party) unsecured, due on                   
                   demand at 10% interest       $    -    $ 519,830
                                                               
                 Note payable to Devon                         
                   Investment Advisors                        
                   unsecured, due on demand at    241,824   241,824
                    10% interest
                                                               
                 Note payable to Black Dog                     
                   Ranch, LLC unsecured, due                  
                   on demand at 8% interest,                  
                   unpaid balance on January      171,397    130,203
                   15, 1998    

6. Notes Payable                                 1997         1996
   (Continued)     
                 Note payable to Investor's     25,000      25,000 
                   Financial
                                                                
                 Note payable to Ford Motor                     
                   Credit, secured by vehicle,                 
                   interest at 12.9%, unpaid     7,458      14,411
                   balance on February 25,
                   1999
                                                                
                 Note payable to Robert Spigno                  
                   (related party) unsecured,                  
                   due on demand at 10%              -       8,000
                   interest
                                                                
                 Total notes payable             445,679   939,268 
                                                                
                 Current portion                (444,463) (247,719)
                                                                
                 Long-term portion             $ 1,216   $ 691,549 
                                                             

                   Long-term  debt  maturity  consist   of   the
                   following as of November 30, 1996:

                   Year ending                                 
                   November 30,                           Amount
                                                               
                    1998                                $ 444,463
                    1999                                    1,216 
                                                               
                   Total notes payable                  $ 445,679 

                   In  October  1997 all notes to S.  W.  Carver
                   were  paid through the issuance of Conectisys
                   common  stock valued at $517,056 and cash  of
                   $2,774.
                   

6. Notes Payable   In  1997  the  note payable to Robert  Spigno
   (Continued)     increased by $16,700.  In October,  1997  the
                   full  amount was paid off in cash of  $10,200
                   and in common stock valued at $14,500.
                   
                   On  December 10, 1996, the company  signed  a
                   promissory  note to the order  of  Black  Dog
                   Ranch  LLC.  This note was rewritten in  June
                   1997  and  reduced  to $171,396  to  properly
                   reflect  the amount that the Company received
                   from the sale of stock that BDR owned.
                   
7. Shareholders'   The    Company   is   authorized   to   issue
   Equity          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  February, 1996, the Company entered  into
                   an  investment banking agreement for a period
                   of  two years.  In consideration for services
                   the  Company  granted the  investment  banker
                   options  to  purchase  1,000,000  shares   at
                   $2.50  per share, the fair value at the  date
                   of  grant.   In October of 1996  the  Company
                   issued  the investment banker 130,800  shares
                   of   common   stock  for  services  rendered.
                   These   shares   resulted  in   the   Company
                   recording  consulting fees of $327,000  which
                   is  the  fair value of the stock at the  date
                   issued.
                   
                   In   February  and  November  of  1996,   the
                   Company  issued  200,000 and  47,000  shares,
                   respectively,  of common stock in  settlement
                   of  outstanding  obligations, which  included
                   principal  and  interest.   The  total   debt
                   reduced amounted to $257,469 and interest  of
                   $446,640 for a total of $704,109.  The  value
                   of  the transaction was based upon the  value
                   of the stock on that date.
                   

7. Shareholders'   In  February 1996, the Company issued  63,199
   Equity          shares    of   common   stock   to    various
   (Continued)     consultants and to an officer of the  Company
                   for   services  rendered.   The  transactions
                   were  recorded  at a total of $205,892  which
                   approximates  the  fair value  of  the  stock
                   given at that date.
                   
                   In  February 1996, the Company and  Hollywood
                   Trenz,  Inc.  ("HTNZ")  mutually  agreed   to
                   terminate  the  ADA  Sign Purchase  Agreement
                   and  Agreement  for  the Purchase  of  Common
                   Stock  between them dated March 23, 1995  and
                   to  return the shares transferred pursuant to
                   that  agreement.   As a result,  the  Company
                   returned  to  HTNZ  600,000  shares  of  HTNZ
                   common  stock, which is valued at  zero,  and
                   HTNZ  returned to the Company 300,000  shares
                   of the Company's common stock.
                   
                   On  September 3, 1996, 1,727 shares of common
                   stock   were   issued  to  Micro   Automation
                   Development  (MAD) for services  provided  to
                   TechniLink.  The transaction was recorded  at
                   $4,317, which approximates the fair value  of
                   the stock given at that date.
                   
                   On  September 12, 1996, the Company issued to
                   Internet  Stock Guide Inc., 10,000 shares  of
                   common  stock  for payment of an  advertising
                   contract   on  there  World  Wide   Web   and
                   consulting  services.   The  transaction  was
                   recorded  at  $32,000 which approximates  the
                   fair value of the stock given at that date.
                   
                   On  September  23, 1996, the  Company  issued
                   4,155  shares  of Preferred stock  to  Robert
                   Spigno,  President  of Conectisys  Corp.  for
                   the  reduction of compensation accrued to Mr.
                   Spigno,  the shares were issued at their  par
                   value of $1.00 per share.
                   
                   In   March,  July  and  November,  1997   the
                   Company  issued  6,678 shares (converted  due
                   to   20:1  reverse  stock  split)  for  legal
                   services.   The transaction was  recorded  at
                   $33,617 which approximates the fair value  of
                   the   stock  given  at  the  dates   of   the
                   transactions.
                   

7. Shareholders'   On  April  4,  1997,  Conectisys  issued  800
   Equity          shares  (converted due to 20:1 reverse  stock
   (Continued)     split)  of  common stock valued  at  $13,120,
                   which approximates the value of the stock  at
                   the  date  of issue, to settle its  law  suit
                   with the former directors.
                   
                   On  July  14, 1997 the Company issued  15,000
                   shares  of  restricted  common  stock  in   a
                   private placement for $20.00 per share.
                   
                   In  October 1997, the Company approved a 1:20
                   reverse  stock  split on  its  common  stock.
                   All  shares have been retroactively  restated
                   to reflect this change.
                   
                   In   1997  531,471  shares  were  issued  for
                   compensation  to  Officers and  Directors  of
                   the Company valued at $266,204.
                   
                   In  October 1997, 500,000 shares were  issued
                   to  two consultants for services based on  an
                   agreement valued at $200,000.
                   
                   In  October  1997 all notes to S.  W.  Carver
                   were  paid  through the issuance of 1,292,640
                   shares  of Conectisys common stock valued  at
                   $517,056 and cash of $2,774.
                   
                   In  1997  the  note payable to Robert  Spigno
                   increased by $16,700.  In October,  1997  the
                   full  amount was paid off in cash of  $10,200
                   and  in  36,250 shares of common stock valued
                   at $14,500.
                   
8. Income Taxes    Deferred  income  taxes  consisted   of   the
                   following:

                   November 30,                  1997      1996 
                                                                
                   Deferred tax asset, net                      
                   operating                $ 5,286,496 $ 3,454,392
                    loss carryforward      
                   Deferred tax liability           -         - 
                   Valuation allowance       (5,286,496)  (3,454,392)
                                                                
                   Net deferred taxes       $       - $       - 


8. Income Taxes    The   valuation  allowance  offsets  the  net
   (Continued)     deferred  tax asset since it is  more  likely
                   than not it would not be recovered.
                   
9. Commitments     Employment Agreements
   and             
   Contingencies   The  Company has entered into five employment
                   agreements  with key individuals,  the  terms
                   of  the  agreements are as  follows:  1)  The
                   President  and CEO of PrimeLink entered  into
                   an  agreement dated September 15, 1995 for  a
                   period of three years.  This agreement  along
                   with  his  royalty  agreement  were  mutually
                   terminated.  The separation agreement  as  of
                   October 31, 1997, agreed for a settlement  of
                   $12,000  to  be paid $1,000 monthly  for  the
                   following  twelve months.  2)  The  President
                   and   CEO  of  TechniLink  entered  into   an
                   agreement  dated September  13,  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.  3)  The
                   President and CEO of Company entered into  an
                   agreement  dated October 2,  1995  which  was
                   amended  September 1, 1997 for  a  period  of
                   five  years and he is entitled to  receive  a
                   base  salary  of  $160,000 per  year  and  an
                   annual  bonus  of 6% of the Company's  pretax
                   net  income.  Employee shall further  receive
                   a  bonus, paid at year end, equal to  50%  of
                   employee's  salary for continued  employment.
                   The  staying  bonus shall be compensated  for
                   with  Conectisys Corp. restricted stock.   He
                   is  also granted an option to purchase up  to
                   500,000  shares  of the Company's  restricted
                   common  stock at a price equal to 50% of  the
                   average   market  value  at   the   date   of
                   purchase.  4) The Chief Financial Officer  of
                   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 net income. Employee
                   shall further receive a bonus, paid at

9. Commitments     Employment Agreements (Continued)
   and             
   Contingencies   year  end, equal to 50% of employee's  salary
   (Continued)     for  continued employment.  The staying bonus
                   shall  be  compensated  for  with  Conectisys
                   Corp.  restricted 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.  5)   The
                   Secretary  and  Treasurer of 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  net  income.  Employee shall  further
                   receive  a bonus, paid at year end, equal  to
                   50%   of   employee's  salary  for  continued
                   employment.   The  staying  bonus  shall   be
                   compensated   for   with   Conectisys   Corp.
                   restricted  stock.  She is  also  granted  an
                   option  to  purchase up to 500,000 shares  of
                   the  Company's restricted common stock  at  a
                   price  equal  to  50% of the  average  market
                   value at the date of purchase.
                   
                   License Agreements
                   
                   The   Company   has  entered   into   License
                   agreements  with  the  Presidents   of   both
                   PrimeLink   and  TechniLink.    The   license
                   agreements  were  entered into  on  September
                   20,  1995, in connection with the acquisition
                   of  PrimeLink  and TechniLink (see  Note  1),
                   and  are  for  a  period of  five  years.  As
                   consideration  for  these license  agreements
                   the  Company  issued  each  licensee  250,000
                   shares  of  its restricted common  stock  and
                   will pay the licensee a royalty of 5% of  net
                   sales   of   the  applicable   product.    In
                   addition,  in the event of the  sale  of  the
                   license  or  the  acquisition  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
                   agreeing  to  forfeit royalty  rights  for  a
                   $12,000 settlement.
                   

9. Commitments     Litigation
   and             
   Contingencies   There  are two legal proceeding to which  the
   (Continued)     Company   is   a  party.   The  first   case,
                   Securities     and    Exchange     Commission
                   (Plaintiff)  vs.  Andrew S. Pitt,  Conectisys
                   Corp., Devon Investments Advisors, Inc.,  B&M
                   Capital  Corp., Mike Zaman, and Smith  Benton
                   &  Hughes, Inc. (Defendants) Civil Case # 96-
                   4164.   The  Case Alleges that  a  fraudulent
                   scheme  was orchestrated and directed by  the
                   defendants   to  engage  in  the   sale   and
                   distribution   of  unregistered   shares   of
                   Conectisys by creating the appearance  of  an
                   active  trading  market  for  the  stock   of
                   Conectisys  and  artificially  inflating  the
                   price  of  its shares.  In the suit  the  SEC
                   seeks  permanent injunctions  from  violating
                   securities laws.  The SEC does not  seek  any
                   civil   penalties  from  the  Company.    The
                   courts  having  conducted  a  trial  of  this
                   matter  without  a jury and  taken  it  under
                   submission,   found  for  the  plaintiff   as
                   follows:  against  Conectisys  on  the  claim
                   that  the  defendant violated  section  5(a),
                   5(C),  17(a).   Conectisys was NOT  found  to
                   have  violated  section  10(b),  10(b-5),  or
                   15(c).   The  Plaintiff was ordered  to  file
                   proposed findings of fact and conclusions  of
                   law.   The Plaintiff has filed subsequent  to
                   the  year  ended November 30, 1997  with  its
                   conclusions  and  finding and  is  requesting
                   that  the  Company disgorge  alleged  profits
                   plus   interest  totaling  $1,013,514.    The
                   Company  has accrued $50,000 for  legal  fees
                   on  the future settlement of this case.   The
                   Company   has  filed  objections   to   their
                   claims.    After   the  court   settles   the
                   findings  and  conclusions,  the  court  will
                   enter  further orders with respect remedy  or
                   remedies to be granted to the plaintiff.
                   
                   The  second  case  is was brought  by  Clamar
                   Capital   Corp.  (the  "Plaintiff")   against
                   Smith   Benton   &  Hughes;  Michael   Zaman;
                   Claudia  Zaman;  Andrew Pitt  and  Conectisys
                   Corp.  (collectively the "Defendants").   The
                   case  was  brought before the District  Court
                   of  Arapahoe, State of Colorado, case No. 97-
                   CV-1442, Division 3.  The Plaintiff  did  not
                   specify  an amount of damages that  it  seeks
                   from the defendants.
                   
10 Major           For  the  year ended November 30,  1997,  the
 .  Customers       Company  had sales to one customer comprising
                   100%  of  total  sales.  Accounts  receivable
                   from  this customer at November 30, 1997  was
                   $0.
                   
11 Stock Options   The  pro  forma information required by  SFAS
 .                  123  is not inlcuded as there were no options
                   granted during fiscal year 1997.
                   
                   The  Company has granted various options  and
                   warrants   to  employees,  the  options   and
                   warrants are granted at fair market value  at
                   date  of  grant  and vest  immediately.   The
                   activity during the years ended November  30,
                   1995, 1996 and 1997 is as follows:
                   
                                                Options    Weighted
                                                  and       Average
                                                Warrants     Price 
                                                                
                   Balance outstanding,         1,860,000 $      .20 
                   December 1, 1994        
                                                                
                    Exercised                    (320,000)       .20 
                    Granted                     2,880,000       1.43 
                                                                
                   Balance outstanding,         4,420,000       1.00 
                     November 30, 1995
                    Expired                     (86,000)         .20 
                    Granted                     1,000,000       2.50
                    Exercised                    (359,605)      1.48 
                                               
                                                                
                   Balance outstanding,         4,200,395       1.48 
                    November 30, 1996           
                                                                
                   Canceled and expired         (1,331,195)     (.71)
                                                
                                                                
                   Balance outstanding,         2,869,200       1.84 
                   November 30, 1997
                                                                
                 Options and warrants                           
                   exerciseable, November       2,869,200
                   30, 1997 


11 Stock Options   The  following  table summarizes  information
 .  (Continued)     about stock options at November 30, 1997.
                   
                                 Outstanding       Exerciseable  
                                     Weighted        Weighted    
                                      Average        Average
                   Exercise        Life   Exercise      Exercise 
                 Price   Options (Months)   Price  Options   Price
                                                                 
                   $1.55    2,000,000   36     $1.55  2,000,000   $1.55 
                    2.50      869,200    3     $2.50    869,200    2.50
                                                                 
                            2,869,200   26     $1.84  2,869,200   $1.84 

12 Subsequent      On  February  26,  1998,  Conectisys  entered
 .  Events          into  a  stock  purchase agreement  with  two
                   subsidiaries  of BVI Corporation  offering  a
                   purchase  of  4,000,000 shares of  Conectisys
                   common  stock  at  a  subscription  price  of
                   $.1875   a  share  with  a  total  value   of
                   $750,000.