U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to section 113 or 15(d)of the Securities Exchange
Act of 1934
For the quarter ended May 31,1996
[ ] 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 CORP.
(Name of small business issuer in its charter)
Colorado 84-1017107
(state or other jurisdiction (I.R.S. Employer
Incorporation or Organization Identification No.)
7260 Spigno Place 91350
Agua Dulce, California
(Address of principal (Zip Code)
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(b) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. [ ] Yes [X]
No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B Contained herein, and disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-QSB. [X]
State Issuer's revenues for it's 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 the purpose of the foregoing calculation only, all
directors and executive officers of the registrant have been deemed affiliates.
The number of shares outstanding of each of the issuer's classes of common
equity, as of July 12, 1996 was 2,836,202
PART 1
Financial Information
Item 1. Financial Statements
The unaudited financial statements for the quarter ended
May 31,1996 are attached hereto.
Note 1. In the opinion of the management , the accompanying unaudited
condensed financial statements reflect all adjustments (which include only
normal recurring accruals) necessary to present fairly the Company's results of
the Interim periods. The results of operations for the six months ended May
31, 1996 are not necessarily indicative of the results for the entire year.
Item 2. Management's Discussion and Analysis and Results of Operations
Results and Plan of Operations
Orders were placed at the end of the first quarter with the
Company's subsidiary Primelink. Sales for the Company won't be realized until
the third quarter ended August 31,1996
The Company continues as a development stage company, and has
incurred a loss of $ 340,838 or $ .13 per share in the second quarter as
compared to a loss of $ 756,580 or $ .31 per share in the first quarter.
Losses for the six month period total $ 1,097,418 or $ .41 per share. The loss
in the first quarter is the result of stock issued as sweeteners for
outstanding debt, resulting in an additional interest expense. Losses in the
second quarter were increased by purchases of raw materials for work in progress
to fill orders that were place with the Company's subsidiary Primelink.
Liquidity and Capital Resources
The Company has negative working capital of $ 1,117,968 consisting of
$ 37,724 current assets and $ 1,215,692 of current liabilities, compared to a
negative working capital of $ 792,564 at the end of the first quarter and a
negative working capital of $ 976,551 at year ended November 30, 1995.
The Company remains focused on it's financing and capital requirements,
and to continue to raise the capital necessary to complete it's growth in
marketing and technological support to produce and sell it's product line.
Part 2
Item 2 Changes in Securities
On February 29 1996 the company issued 250,000 shares to an investor,
these shares have subsequently been return to the treasury of the Company
in July after the transaction by the investor was not completed. This
transaction had no monetary effect on the Company.
In March, 1996 300,000 shares that were issued to Hollywood Trenz in 1994
were returned. This transaction had no monetary effect on the Company.
During the second quarter 3571 shares were issued for cash, and 267 shares
were issued for services
Item 6 Exhibits and Reports on Form 8-K
1. Exhibit A - Financial Reports
2. Forms 8-K
a) Filed 4/23/96
b) Filed 5/1/96
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.
Robert A. Spigno
Dated: July 19, 1996 ____________________________
Robert A. Spigno
President and Chief Executive Officer
CONECTISYS CORP.
Unaudited Consolidated Balance Sheet
May-31-1996
May-31-1996 Nov-30-1995
Unaudited Audited
Assets
Current Assets
Cash 31,441 1,911
Accounts Receivable -0- -0-
Stock Subscription Receivable -0- 20,000
Other Current Asset 6,283 7,947
Total Current Assets 37,724 29,858
Notes Receivable Net 466,625 466,625
Property and Equipment Net 172,335 121,734
Licenses and Technology 2,178,430 2,178,430
Other Assets 4,500 4,500
Total Assets 2,859,615 2,801,147
Liabilities and Shareholder equity
Current Liabilities
Accounts Payable 364,302 42,933
Accrued Compensation 44,961 53,295
Notes Payable
Related Party 508,130 456,235
Other 283,911 441,824
Other Current Liabilities 14,388 12,122
Total Current Liabilities 1,215,692 1,006,409
Minority Interest 69,431 120,569
Shareholders Equity
Preferred Stock - Class A
1,000,000 Shares Authorized
$ 1.00 Par Value, 16345 Issued
and Outstanding" 16,345 16,345
Convertible Preferred Stock - Class B
1,000,000 Shares" Authorized,
$1.00 Par Value, -0- Shares
Issued and Outstanding" -0- -0-
Common Stock - 250,000,000 Shares
Authorized, No Par Value, 2,836,202
Authorized Issued and Outstanding 6,029,574 5,031,834
Accumulated Deficit During
Developement Stage (4,471,428) (3,374,010)
Total Shareholder Equity 1,574,491 1,674,169
Total Liabilities and Equity 2,859,615 2,801,147
CONECTISYS CORP.
Condensed Statement of Operations (6 months ended)
May-31-1996
December 1,1990
(Inception) through
May-31-1996 May-31-1995 May-31-1996
Unaudited Unaudited
Costs and Expenses
General and Administrative 710,925 92,670 1,902,135
Bad Debt Write-offs -0- -0- 1,115,286
Loss From Operations (710,925) (92,670) (3,017,421)
Non-Operating Income (Expense) 2,727 5,028 5,419
Interest Expense (440,358) (29,244) (469,602)
Minority Interest 51,138 -0- 52,316
Net Loss (1,097,418) (116,887) (3,429,288)
Weighted Average Shares
Outstanding 2,663,373 707,995
Net loss per share $ (0.41) $ (0.17)
CONECTISYS CORP.
Condensed Statement of Operations (3 months ended)
May-31-1996
May-31-1996 May-31-1995
Unaudited Unaudited
Revenues -0- -0-
Costs and Expenses
General and Administrative 413,074 24,966
Bad Debt Write-offs -0- -0-
Loss From Operations (413,074) (24,966)
Non-Operating Income (Expense) 4,826 4,419
Interest Expense (28,358) (5,434)
Minority Interest 39,215 -0-
Net Loss (340,838) (25,981)
Weighted Average Shares
Outstanding 2,663,373 707,995
Net loss per share $ (0.13) $ (0.04)
CONECTISYS CORP.
Condensed Statement of Cash Flows (6 months)
May-31-1996
December 1,1990
May-31-1996 May-31-1995 (Inception) through
Unaudited Audited May-31-1996
Operating activities
Net Income (1,097,418) (116,887) (3,429,288)
Adjustments to reconcile
net income (loss)to net
cash Provided by (used in)
operating activities:
Depreciation and amortization -0- -0- 1,270
Stock issued for sevices 107,069 -0- 1,029,783
Stock issued for Officer back pay 100,892 -0- 100,892
Stock issued for Interest 439,779 -0- 439,779
Minority interest (51,138) -0- (52,316)
Changes in operating assets and liabilities
(Increase) decrease in assets
Accounts Receivable (419) -0- -0-
Accrued interest -0- -0- (8,366)
Deposits -0- 1,500 (4,500)
Provision for possible losses -0- -0- 855,875
Increase (decrease) in Liabilities
Accounts payable 321,369 227 364,302
Accrued interest -0- 5,434 9,951
Accrued compensation (8,334) 44,961
Other current liabilities 2,266 5,434 4,437
Net cash provided by (used in)
operating activities (185,934) (104,292) 271,352
Investing activities
Increase in notes receivable -0- -0- (1,322,500)
Costs of licenses -0- -0- (3,252)
Purchase of Equipment (6,254) 1,600 (32,689)
Net cash used in
investing activities (6,254) 1,600 (138,441)
Financing Activities
Common Stock issuance 150,000 96,000 560,655
Preferred Stock issuance -0- -0- 16,345
Proceeds from debts
Related party (55,148) 1,087
Other 126,866 5,317 1,454,500
Contributed capital -0- -0- 515
Net cash used in
financing activities 221,718 101,317 2,033,102
Net Increase (decrease) in cash 29,530 (1,375) 31,441
Cash beggining of period
November 30, 1995 1,911 19,318
Cash end of period
May 31, 1996 31,441 17,943
<TABLE>
CONECTISYS CORP.
Statement of shareholder equity
May-31-1996
<CAPTION>
Preferred Stock Accumulated
Class A Common Stock Deficit Total
Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Balance November 30,1995 16,345 16,345 2,591,387 5,031,834 (3,374,010) 1,674,169
12/4/95 Shares isssued for
corporate officer back pay 2,381 8,334
12/15/95 shares issued
for services 30,000 105,000
2/8/96 Shares issued
for debt repayment 200,000 612,000
2/9/96 Shares issued for
Shares not listed with transfer agent 900 -0-
2/16/96 Shares issued for
corporate officer back pay 1,113 3,443
2/16/96 Shares issued for
corporate officer back pay 28,805 89,115
2/26/96 Shares issued for cash 27,778 152,779
Subtotal - activity
12/1/95 - 2/28/96 (1st qtr) -0- -0- 540,977 970,671
Balance at 2/28/96 16,345 16,345 2,882,364 6,002,505 (4,130,590) 1,888,260
2/29/96 Shares issued and
shares returned 7/18/96 250,000 -0-
3/12/96 Shares returned from
Hollywood Trenz (300,000) -0-
3/21/96 Issued shares for cash 3,571 25,000
4/2/96 Shares issued for services 267 2,069
Subtotal - activity
2/29/96 - 5/31/96 (2nd)Quarter -0- -0- (46,162) 27,069
Balance 5/31/96 16,345 16,345 2,836,202 6,029,574 (4,471,428) 1,574,491
</TABLE>
