Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Conectisys Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
206827 20 6
(CUSIP Number)
Braemar Management, Ltd.
Creque Building
216 Main Street
P.O. Box 116
Roadtown, Tortola
British Virgin Islands
ATTN: Peter Unwin
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 206827 20 6
Page 2 of 4
Pages
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Braemar Management Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
<PAGE>
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or
2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALL
Y
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
2,000,000
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
2,000,000
<PAGE>
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
14
TYPE OF REPORTING PERSON*
CO
Item
1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock (the "Common Stock"), of Conectisys Corporation ("Conectisys" or
the "Issuer"). The principal executive offices of Conectisys are
located at 7260 Spigno Place, Agua Dulce, California 91350.
Item 2. Identity and Background.
This statement is being filed by Braemar Management, Ltd. ("Braemar").
Braemar is a corporation formed under the laws of the British Virgin Islands and
is engaged in the business of venture capital and other investments, business
management and consulting. The business address of Braemar is Creque Building,
216 Main Street, P.O. Box 116, Roadtown, Tortola, British Virgin Islands.
<PAGE>
During the last five years, Braemar has not (a) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Braemar acquired the funds used to purchase the common stock from a
loan from Mandarin Overseas Investment Co., Ltd.
Item 4. Purpose of Transaction.
The reporting persons acquired their shares of
Common Stock for investment purposes.
Braemar intends to continuously review the possible courses of action that
may be available to it and take such action with respect to the Common Stock of
Conectisys as it considers desirable in light of the circumstances then
prevailing. Pending its decision whether or not to pursue any of such courses
ofaction and depending on market conditions and other factors, Braemar reserves
the right to purchase shares of Common Stock individually, or with others as
part of a group (and through borrowings, if deemed appropriate), in brokerage
transactions on the Nasdaq Bulletin Board or in private transactions, if
appropriate opportunities to do so are available, on such terms and at such
times as it considers desirable.
Except as set forth above, Braemar has no plans or proposals which relate
to or would result in any of the actions set forth in parts (a) through (j) of
Item 4.
Item 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage of
outstanding shares of Common Stock owned beneficially by each reporting person
named in Item 2, as of February 26, 1998:
Name
Shares of Common
Stock Beneficially
<PAGE>
Owned
Percentage of Shares
of Common Stock
Beneficially Owned
Percentage of
Shared Voting
Power
Braemar
Management, Ltd.
2,000,000 (1)
23.3%(1)
0
- --------------------------
(1) Based on 8,578,763 shares of common stock outstanding as of February 16,
1998. This calculation is made based on the information reported in Conectisys'
quarterly report on Form 10-Q for the period ended August 31, 1997, a current
report on Form 8-K filed on December 17, 1997, and certain representations of
officers of Conectisys.
(b) Braemar has sole voting and dispositive power of all of such shares.
(c) Braemar has completed no transactions in the class of securities reported
on that were effected within the past 60 days, other than the transaction
reported herein.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings, or relationships with
respect to the securities of Conectisys to which Braemar is a party.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
<PAGE>
After reasonable inquiry and to the best of their knowledge and belief, each
of the undersigned certifies that the information set forth in this Schedule is
true, complete and correct.
Dated: March 9, 1998 BRAEMAR MANAGEMENT, LTD.
By: BVI Corporate Services Limited
By:
Peter Unwin, for and on behalf of
BVI Corporate Services
