SEC Filing Report: Conectisys Corporation (10-K) – Year Ended December 31, 2024
Executive Summary
Conectisys Corporation is a shell company actively seeking a merger with an operating business. The company has minimal assets, liabilities, and administrative expenses. Financial results for 2024 show no revenue and a net loss of $4,289. The company’s future is entirely dependent on its ability to identify and complete a merger. Given the inherent risks associated with shell companies and the lack of identified merger targets, an investment in Conectisys is highly speculative. The company’s internal controls are weak due to a lack of resources. Overall, a Sell recommendation is warranted due to the high risk and uncertainty surrounding the company’s future.
Company Overview
Conectisys Corporation (CONC) is a Colorado-based shell company. After ceasing operations in 2008, the company resumed SEC filings in 2020 with a new controlling shareholder, Danilo Cacciamatta, who serves as the sole director, CEO, and CFO. The company’s primary objective is to merge with a private operating business, providing the target company with a public listing without the need for an IPO. The company operates in a highly competitive environment, facing competition from venture capital firms and other shell companies.
Detailed Analysis
Financial Statement Analysis
The financial statements are unaudited and reflect the minimal activity of a shell company.
Key Ratios and Trends:
- Revenue: $0 for both 2024 and 2023.
- Net Loss: $4,289 in 2024, $6,600 in 2023.
- Accumulated Deficit: $32,300,436 as of December 31, 2024.
- Cash and Cash Equivalents: $0 as of December 31, 2024 and 2023.
- Total Liabilities: $53,995 as of December 31, 2024.
- Loss per Share: $(0.00) in 2024, $(0.01) in 2023.
Analysis: The financial statements confirm the company’s status as a shell company with no ongoing operations. The minimal operating expenses are primarily administrative. The accumulated deficit highlights the company’s historical losses. The lack of cash raises concerns about the company’s ability to sustain operations and pursue merger opportunities without additional financing.
Balance Sheet
| Asset/Liability |
Dec 31, 2024 |
Dec 31, 2023 |
| Cash and Cash Equivalents |
$0 |
$0 |
| Accrued Expenses |
$14,906 |
$14,006 |
| Accounts Payable |
$39,089 |
$35,700 |
| Common Stock |
$32,246,441 |
$32,246,441 |
| Accumulated Deficit |
($32,300,436) |
($32,296,147) |
Income Statement
| Item |
Year Ended Dec 31, 2024 |
Year Ended Dec 31, 2023 |
| Revenue |
$0 |
$0 |
| General and Administrative Expenses |
$4,289 |
$6,600 |
| Net Loss |
($4,289) |
($6,600) |
Cash Flow Statement
| Item |
Year Ended Dec 31, 2024 |
Year Ended Dec 31, 2023 |
| Net Cash Used in Operating Activities |
$0 |
$0 |
Management’s Discussion and Analysis (MD&A)
Management acknowledges the company’s status as a shell company and its reliance on a successful merger. The MD&A highlights the uncertainties and risks associated with finding a suitable merger candidate. The company’s sole director and officer, Mr. Cacciamatta, provides office space at no cost, indicating a commitment to minimizing expenses. However, the lack of resources and the competitive landscape pose significant challenges.
Risk Factors
The 10-K outlines several critical risk factors:
- Lack of Operating History: The company has no operating history and is entirely dependent on a future merger.
- Insufficient Financial Resources: The company’s limited financial resources hinder its ability to pursue merger opportunities.
- Competition: The company faces intense competition from other shell companies and venture capital firms.
- Dilution: A merger is likely to result in significant dilution for existing shareholders.
- Penny Stock Risks: The company’s stock is thinly traded and subject to penny stock regulations, increasing volatility and limiting liquidity.
- Loss of Control: A merger will likely result in a change of control and management.
- Weak Internal Controls: The company acknowledges material weaknesses in its internal controls due to a lack of resources.
- Cybersecurity: The company lacks the resources to implement cybersecurity measures.
Red Flags and Uncommon Metrics
- Unaudited Financial Statements: The financial statements are unaudited, raising concerns about the reliability of the reported information.
- Material Weakness in Internal Controls: The company’s admission of material weaknesses in internal controls is a significant red flag.
- Shell Company Status: The company’s status as a shell company inherently carries a high degree of risk and uncertainty.
Conclusion and Actionable Insights
Conectisys Corporation is a high-risk, speculative investment. The company’s future hinges on its ability to identify and complete a merger, which is subject to numerous uncertainties and competitive pressures. The lack of financial resources, weak internal controls, and the potential for significant dilution further exacerbate the risks. While the company’s management is actively seeking a merger opportunity, the odds of success are low. Therefore, a Sell recommendation is warranted.