U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended February 28, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
Commission File Number 2-33-3560D
CONECTISYS CORPORATION
(Name of small business issuer in its charter)
Colorado 84-1017107
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
7260 Spigno Place
Agua Dulce, 91350
California
(Address of (Zip Code)
principal
executive offices)
Issuer's telephone number: (805) 268-0305
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Check whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days. Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained herein, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-QSB or
any amendment to this Form 10-QSB. [X]
State issuer's revenues for its most recent fiscal year: $0
The aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the
stock was sold on July 12, 1996 was $ 26,943,919. For
purposes of the foregoing calculation only, all directors
and executive officers of the registrant have been deemed
affiliates.
The number of shares outstanding of each of the issuer's
classes of common equity, as of July 12, 1996, was 2,836,202.
<PAGE>2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited financial statements for the
quarter ended February 28, 1996 are attached hereto.
1. Unaudited Information. The information furnished
herein was taken from the books and records of the Company
but has not been audited. However, such information reflects
all adjustments (consisting only of normal reoccurring adjustments)
which are, in the opinion of the management, necessary to reflect
properly the results of interim periods presented. The results of
operations for the period ended February 28, 1996 are not necessarily
indicative of the results to be expected for the new fiscal
year ending November 30, 1996.
Item 2. Management's Discussion and Analysis or Plan of
Operation
(a) Results of Operations
Results of operations for the three month period ended
February 28, 1996.
The Company is currently in the development stage and
incurred a loss from operations of $756,580 or $.26 per
share loss, for the three month period ended February 28,
1996. This significant increase in loss was due to a debt
reduction through an equity conversion which resulted in a
loss of $552,681 due to prior valuation of common stock.
(b) Liquidity and Capital Resources
The Company has working capital of $468,256 on February28,
1996 compared with working capital of ($976,551) on November 30, 1995.
The company has remained focused on its financing and
capital arrangement activities to raise capital to aid in
the completion its expansion in marketing and technological
support to produce and sell its product line.
PART II
OTHER INFORMATION
Item 2. Changes in Securities
The President and CEO of the Company, Mr. Robert
Spigno, returned 338,270 shares of restricted common stock
to the company which was issued for compensation. Mr.Spigno
will retain his option to purchase the stock.
800,000 shares previously issued as collateral for a
loan to the Company was returned to the Company by S.W.
Carver Corp. and canceled in exchange for an option for
restricted stock until such time as the loan to S.W. Carver
Corp. is repaid.
Item 5. Other Information
On January 2, 1996, S. W. Carver Corp. ("SWC") loaned
the Company $50,000. The loan is payable on demand and the
unpaid principal is due and payable December 15, 1996. The
loan bore interest at the rate of 10% per annum.
Subsequently interest has been waived to the $50,000 loan at
the same time 800,000 restricted shares was issued for
collateral to the $400,000 loan from SWC to Technilink.
These 800,000 shares were returned to the Company and
canceled in exchange for an option for restricted stock
until such time as the loan is repaid.
In June 1996, the Securities and Exchange Commission filed a complaint
against Micheal Zaman and Smith, Benton and Hughes, Inc.("SBH") alleging, among
other things, that Mr. Zaman and SBH engaged in a manipulative scheme to create
the appearance of an active trading market in Conectisys common stock and
artificially inflate the price of such stock during the period from
February 28, 1996 to at least May 28, 1996. During the fiscal quarter ended
February 28, 1996, the bid price for Conectisys common stock ranged from $ 6.125
to $ 12.00 per share, while during the quarter ended May 31, 1996, the bid price
ranged from $ 10.87 to $ 20.625 per share. Conectisys has not been named as a
party in this suit.
SIGNATURES
In accordance with the requirements of the Exchange
Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: July 12, 1996 Robert A. Spigno
____________________________
Robert A. Spigno
President and Chief Executive Officer
CONECTISYS CORP.
Unaudited Consolidated Balance Sheet
ASSETS
Current Assets Unaudited Audited
Feb. 28, Nov. 31,
1995 1995
Cash 200,510 1911
Accounts Receivable 24,150 -0-
Employee Advances -0- -0-
Other Current Assets -0- 7,947
Notes Receivable 1,322,500 1,322,500
Stock Subscription Receivable -0- 20,000
Intercompany Receivable -0- -0-
Accrued Interest Receivable 6,283 -0-
Allowance for Doubtful Accounts (855,875) (855,875)
Total Current Assets 717,568 496,483
Fixed Assets
Furniture & Equipment 127,801 121,734
Less Accumulated Depreciation (2,520) -0-
Building -0- -0-
Less Accumulated Depreciation -0- -0-
Vehicles -0- -0-
Capitalized R & D 928,430 -0-
License\Trade Secrets 1,250,000 2,178,430
Total Fixed Assets 2,303,712 2,300,164
Other Assets 17,633 4,500
Investments in Subsidiaries 1,500 -0-
Total Assets 3,040,413 2,801,147
Liabilities and Shareholders' Equity
Unaudited Audited
Feb. 28, Nov. 31,
1995 1995
Current Liabilities
Accounts Payable 189,973 42,933
Other Current Liabilities 14,378 12,122
Intercompany Payable -0- -0-
Accuued compensation 44,961 53,295
Accrued compensation Officers Stock -0- -0-
Total Current Liabilities 249,312 108,350
Long Term liabilities 794,195 898,059
Minority Interest 108,646 120,569
Shareholders' Equity
Preferred Stock 16,345 16,345
Common Stock 6,002,505 5,031,834
Retained (Deficit) Current (756,580) -0-
Retained (Deficit) Prior 3,374,010 3,374,010
Total Shareholders' Equity 1,888,260 1,674,169
Total Liab. and Shareholders' Equity 3,040,413 2,801,147
CONECTISYS CORP.
Consolidated Statement of Operations
Feb-28-1996
Unaudited Inception Through
combined November 30,1995
Revenue 665 -0-
Cost of Goods Sold
Materials, Supplies and Labor 60,751 -0-
Total COGS 60,751 -0-
Gross Profit (60,086) -0-
General and Administraive Expenses
Advertising 985
Auto 511
Building Modification -0-
Commissions 17
Depreciation -0-
Employee Benifits -0-
Tool & Equipment 3,926
Insurance 634
Contract Labor 87,845
Legal and Accounting 6,336
Licenses & Fees 605
Other G&A Expenses 13,150
Printing 5,690
Rent 12,684
Repairs & Maintenance 855
Salaries 9,656
Stock Transaction loss 552,681
Taxes-Other 85
Travel & Enterainment 14,191
Total G&A Expenses 709,851 2,306,496
Net Operating (Loss) (769,937) (2,306,496)
Other Income (Expenses)
Miscellaneous Income -0- (2,962)
Interest Income (1,434) -0-
Interest Expense -0- 29,244
Minority Interest 11,923 1,178
Net (Loss) (756,580) 2,331,870
