Conectisys Remains a Shell, Reports Losses Amidst Quasi-Reorganization

TL;DR

CONC is a pure shell play with no business, banking on a highly speculative merger to create value, so proceed with extreme caution.

AI Summary

CONECTISYS CORP (CONC) reported no revenue for the three and nine months ended September 30, 2025, continuing a trend of no revenue generation since 2008. The company posted a net loss of $1,428 for the three months ended September 30, 2025, and a net loss of $2,946 for the nine months ended September 30, 2025. This contrasts with net earnings of $11,320 and $3,992 for the comparable periods in 2024, respectively. A significant event was the quasi-reorganization on March 31, 2025, which eliminated an accumulated deficit of $32,286,717 and resulted in a positive stockholders' equity of $1,963 as of September 30, 2025, up from a deficit of $53,995 at December 31, 2024. Cash and cash equivalents increased to $6,963 as of September 30, 2025, from $0 at December 31, 2024, primarily due to $8,819 from the issuance of 100,000 common shares to an officer. The company explicitly states it is a shell company with no operations, customers, or employees, and its strategic outlook is to seek a merger with another entity to create shareholder value, acknowledging potential dilution for existing stockholders.

Why It Matters

This filing confirms CONECTISYS CORP (CONC) is a non-operating shell company, which is critical for investors to understand as it carries significant risk. The quasi-reorganization, while eliminating a substantial accumulated deficit, doesn't address the fundamental lack of business operations or revenue, meaning the company's value is entirely speculative based on a future, unidentified merger. For employees and customers, there's no direct impact as the company has none. In the broader market, CONC represents a highly speculative investment vehicle, contrasting sharply with operating companies and highlighting the risks associated with investing in shell entities seeking reverse mergers.

Risk Assessment

Risk Level: high — The company explicitly states it has 'not generated revenues since 2008,' has 'no assets,' 'no employees,' and is a 'shell company seeking to create value for its shareholders by merging with another entity.' These factors, combined with a net loss of $2,946 for the nine months ended September 30, 2025, and a 'substantial doubt about the Company's ability to continue as a going concern,' indicate an extremely high risk profile.

Analyst Insight

Investors should avoid CONECTISYS CORP (CONC) unless they have a high tolerance for risk and are specifically looking for highly speculative shell company investments. The company's lack of operations, revenue, and assets, coupled with its 'going concern' warning, suggests that any investment is purely a bet on a future, unidentified merger that may or may not materialize or be beneficial.

Financial Highlights

debt To Equity

2.55

revenue

$0

operating Margin

N/A

total Assets

$6,963

total Debt

$5,000

net Income

$(2,946)

eps

$0.00

gross Margin

N/A

cash Position

$6,963

revenue Growth

0.0%

Revenue Breakdown

Key Numbers

• $0 — Revenue (No revenue generated for the three and nine months ended September 30, 2025, continuing a trend since 2008.)
• $(2,946) — Net Loss (Net loss for the nine months ended September 30, 2025, compared to net earnings of $3,992 in the prior year.)
• $6,963 — Cash and Cash Equivalents (Total cash as of September 30, 2025, up from $0 at December 31, 2024.)
• $1,963 — Total Stockholders' Equity (Positive equity post-quasi-reorganization on March 31, 2025, from a deficit of $53,995.)
• 1,388,579 — Common Shares Outstanding (Number of common shares issued and outstanding as of October 31, 2025.)
• $32,286,717 — Accumulated Deficit Eliminated (Amount of accumulated deficit eliminated during the quasi-reorganization on March 31, 2025.)
• $8,819 — Proceeds from Share Issuance (Cash received from the issuance of 100,000 common shares to an officer.)

Key Players & Entities

• CONECTISYS CORP (company) — registrant of the 10-Q filing
• Danilo Cacciamatta (person) — sole director, sole officer, Chief Executive Officer, and Chief Financial Officer
• SEC (regulator) — Securities and Exchange Commission
• $1,428 (dollar_amount) — net loss for the three months ended September 30, 2025
• $2,946 (dollar_amount) — net loss for the nine months ended September 30, 2025
• $11,320 (dollar_amount) — net earnings for the three months ended September 30, 2024
• $3,992 (dollar_amount) — net earnings for the nine months ended September 30, 2024
• $32,286,717 (dollar_amount) — accumulated deficit eliminated during quasi-reorganization
• $1,963 (dollar_amount) — total stockholders' equity as of September 30, 2025
• $8,819 (dollar_amount) — proceeds from issuance of 100,000 common shares to officer

FAQ

Risk Factors

• Shell Company Status [high — operational]: The company explicitly states it is a shell company with no operations, customers, or employees. Its primary strategy is to seek a merger, which introduces significant uncertainty regarding future business activities and value creation.
• Dependence on Merger for Viability [high — financial]: The company's ability to continue as a going concern is contingent upon a successful merger or acquisition. Failure to find a suitable merger candidate could lead to the cessation of operations.
• Dilution Risk for Existing Shareholders [medium — financial]: The company acknowledges that any future merger or acquisition will most likely involve the issuance of new shares, which will result in dilution for existing stockholders. The terms of any such transaction are not yet determined.
• Limited Cash Resources [medium — financial]: As of September 30, 2025, the company had $6,963 in cash and cash equivalents. While this is an increase from $0 at December 31, 2024, it is primarily due to a share issuance and may not be sufficient for significant operational activities or to sustain the company without a merger.
• History of Losses [medium — financial]: Despite a quasi-reorganization eliminating a substantial accumulated deficit, the company incurred net losses of $1,428 and $2,946 for the three and nine months ended September 30, 2025, respectively. This indicates ongoing operational expenses exceeding any revenue.
• Shell Company Reporting Requirements [low — regulatory]: As a shell company, CONECTISYS CORP is subject to specific reporting requirements and scrutiny from regulatory bodies. Changes in regulations or enforcement could impact the company's ability to execute its merger strategy.

Industry Context

CONECTISYS CORP operates in the highly speculative sector of shell companies seeking mergers. This space is characterized by companies with minimal or no operations, aiming to acquire or merge with an existing business to provide it with a public listing. Success is heavily dependent on identifying suitable merger targets and favorable transaction terms, often involving significant dilution for existing shareholders.

Regulatory Implications

As a shell company, CONECTISYS CORP is subject to ongoing scrutiny regarding its disclosures and compliance with securities laws. The quasi-reorganization, while providing a financial reset, also highlights the company's past financial struggles. Any future merger will require thorough regulatory review and shareholder approval.

What Investors Should Do

1. Evaluate Merger Prospects
2. Understand Dilution Risk
3. Monitor Cash Burn Rate

Key Dates

• 2025-03-31: Quasi-reorganization effected — Eliminated a substantial accumulated deficit of $32,286,717, resulting in positive stockholders' equity and a 'fresh start' for financial reporting.
• 2025-09-30: Balance Sheet Date — Reflects the financial position post-quasi-reorganization, showing increased cash and positive equity, but still no revenue and a net loss for the period.
• 2024-12-31: Prior Year End Balance Sheet Date — Shows a negative stockholders' equity of $(53,995) and $0 cash, highlighting the significant financial restructuring that occurred in 2025.

Glossary

Quasi-reorganization

A financial restructuring process where a company with a significant accumulated deficit eliminates it by adjusting its equity accounts, effectively creating a 'fresh start' without formal bankruptcy proceedings. (This event fundamentally altered CONECTISYS CORP's equity structure, eliminating a large deficit and enabling a positive equity balance.)

Shell company

A company that has no commercial operations or assets, often created to facilitate a merger, acquisition, or to access public markets without the complexities of starting a new business. (CONECTISYS CORP explicitly identifies as a shell company, defining its business strategy as seeking a merger.)

Accumulated deficit

The cumulative net losses of a company over its lifetime that have not been offset by net income or capital contributions. (The elimination of a $32,286,717 accumulated deficit through the quasi-reorganization was a critical event for the company's financial presentation.)

Common stock - no par value

Represents ownership in a corporation, with shares having no assigned nominal value. The value recorded in equity is typically based on the amount received upon issuance. (The company's common stock account reflects the value of shares issued, including those issued for cash and in satisfaction of obligations.)

Year-Over-Year Comparison

Compared to the prior year's comparable periods (ended September 30, 2024), CONECTISYS CORP has shifted from net earnings of $11,320 (three months) and $3,992 (nine months) to net losses of $(1,428) and $(2,946), respectively. This change is primarily due to the absence of revenue, which has been zero since 2008, and the fact that the prior year's 'earnings' were likely a result of accounting adjustments or specific non-operational events rather than ongoing business activity. The most significant change is the quasi-reorganization on March 31, 2025, which eliminated a substantial accumulated deficit and resulted in positive stockholders' equity, a stark contrast to the deficit reported previously. Cash position has improved from $0 to $6,963, largely due to a capital infusion from share issuance.

Key Financial Figures

• $8,819 — d to purchase 100,000 common shares for $8,819 cash. Description of Common Stock We

Filing Documents

• conectisys_10q-093025.htm (10-Q) — 196KB
• conectisys_ex3101.htm (EX-31.1) — 7KB
• conectisys_ex3102.htm (EX-31.2) — 7KB
• conectisys_ex3201.htm (EX-32.1) — 5KB
• 0001683168-25-008036.txt ( ) — 1449KB
• conc-20250930.xsd (EX-101.SCH) — 9KB
• conc-20250930_cal.xml (EX-101.CAL) — 15KB
• conc-20250930_def.xml (EX-101.DEF) — 23KB
• conc-20250930_lab.xml (EX-101.LAB) — 140KB
• conc-20250930_pre.xml (EX-101.PRE) — 105KB
• conectisys_10q-093025_htm.xml (XML) — 130KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1 Unaudited Financial Statements 3 Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 10 Item 4

Controls and Procedures

Controls and Procedures 10

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1

Legal Proceedings

Legal Proceedings 11 Item 1A

Risk Factors

Risk Factors 11 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 11 Item 3 Defaults Upon Senior Securities 12 Item 4 Mine Safety Procedures 12 Item 5 Other Information 12 Item 6 Exhibits 12

- Financial Information

Part I - Financial Information

Unaudited Financial Statements

Item 1. Unaudited Financial Statements CONECTISYS CORPORATION UNAUDITED BALANCE SHEETS September 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 6,963 $ – Total current assets 6,963 – Property and equipment, net – – TOTAL ASSETS $ 6,963 $ – LIABILITIES AND EQUITY Current liabilities Accounts payable $ 5,000 $ 24,906 Advances from officer – 29,089 Total current liabilities 5,000 53,995 Total liabilities 5,000 53,995 Commitments and contingencies – – Stockholders' Equity post-quasi-reorganization effected on March 31, 2025 Preferred stock – – Common stock - no par value; 250,000,000 shares authorized, 1,388,579 shares issued and outstanding 3,819 32,246,441 (Accumulated deficit) ( 1,856 ) ( 32,300,436 ) Total Stockholders' Equity (Deficit) 1,963 ( 53,995 ) TOTAL LIABILITIES AND EQUITY $ 6,963 $ – See notes to the unaudited financial statements. 3 CONECTISYS CORPORATION UNAUDITED STATEMENTS OF OPERATIONS For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 REVENUE $ – $ – $ – $ – COST OF REVENUE – – – – GROSS PROFIT (LOSS) – – – – GENERAL AND ADMINISTRATIVE EXPENSES 1,428 ( 11,320 ) 2,946 ( 3,992 ) NET (LOSS)/EARNINGS $ ( 1,428 ) $ 11,320 $ ( 2,946 ) $ 3,992 WEIGHTED AVERAGE NUMBER OF COMMON SHARES Basic 1,388,579 1,388,579 1,388,579 1,388,579 Diluted 1,388,579 1,388,579 1,388,579 1,388,579 (LOSS) PER SHARE Basic $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Diluted $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) See notes to the unaudited financial statements. 4 CONECTISYS CORPORATION UNAUDITED STATEMENT OF CHANGES IN EQUITY/(DEFICIT) Common Stock Accumulated Shares Amount Deficit Total Balances, December 31, 2024, pre-quasi-reorganization 888,579 $ 32,246,441 $ ( 32,300,436 ) $ ( 53,995 ) Net loss for the quarter ended Ma

Management's Discussion and Analysis of Financial

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Conectisys Corporation, a Colorado corporation ("Conectisys", the "Company, "we", us" or "our") is a shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our Common Stock. No potential merger candidate has been identified at this time. Our recurring expenses consist of minor administrative charges. We have no assets. We have minor unsecured liabilities. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. Except as required by law, we undertake no duty to update any forward-looking statement after the date of this report, either to conform any statement to reflect actual results or to reflect the occurrence of unanticipated events. General Business Plan Our business plan to seek a merger has many uncertainties which pose risks to investors. We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934 Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk This Item does not apply to smaller reporting companies.

Controls and Procedures

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our Chief Executive Officer, who is our principal executive, financial, and accounting officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting, our disclosure controls and procedures are not sufficient. All such weaknesses and deficiencies are principally due to our lack of employees and financial resources. 10

- OTHER INFORMATION

PART II - OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings Neither we nor any of our officers, directors, or holders of five percent or more of our Common Stock is a party to any pending legal proceedings and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent or more of our Common Stock have been threatened or is pending against us.

Risk Factors

Item 1A. Risk Factors This Item does not apply to smaller reporting companies.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On March 31, 2025, our sole director and officer agreed to purchase 100,000 common shares for $8,819 cash.

Description of Common Stock

Description of Common Stock We are authorized to issue 250,000,000 shares of our Common Stock, no par value (the "Common Stock"). Each share of the Common Stock is entitled to share equally with each other share of Common Stock in dividends from sources legally available therefor, when, and if, declared by our board of directors and, upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in the assets of the Company that are available for distribution to the holders of the Common Stock. Each holder of Common Stock is entitled to one vote per share for all purposes, except that in the election of directors, each holder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose, and the holders of Common Stock have no preemptive rights, redemption rights or rights of conversion with respect to the Common Stock. Our board of directors is authorized to issue additional shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder action. All shares of Common Stock have equal voting rights, and voting rights are not cumulative. As of October 31, 2025, there are 1,388,579 shares of our common stock issued and outstanding. Description of Preferred Stock Of the 50,000,000 authorized shares of preferred stock, 1,000,000 shares have been designated as Class A, 1,000,000 shares as Class B, and the remaining 48,000,000 shares are undesignated. Each share of Class A preferred is entitled to 100 votes on all matters presented to the Company's shareholders for action. The Class A does not have any liquidation preference, additional voting rights, anti-dilution rights, or any other preferential rights. Each share of Class B preferred is convertible into 10 shares of the Company's Common Stock. The Class B preferred does not have any liquidation prefer

Defaults upon Senior Securities

Item 3. Defaults upon Senior Securities None.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable.

Other Information

Item 5. Other Information During the quarter ended September 30, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Exhibits

Item 6. Exhibits Exhibit Number Description 31.1 Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 31.2 Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in inline XBRL and included in exhibit 101). 12

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 6, 2025 Conectisys Corporation /s/ Danilo Cacciamatta (Registrant) Danilo Cacciamatta (Chief Executive Officer) 13

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View this 10-Q filing on SEC EDGAR