<pre>
As filed with the
Securities and Exchange Commission On March 7, 2003
                                                Registration No.333-___________
================================================================================

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                            _________________________

                                     FORM S-8

                             REGISTRATION STATEMENT

                                    UNDER THE

                             SECURITIES ACT OF 1933

                             CONECTISYS CORPORATION
                    (Name of small business issuer in its charter)

           Colorado                    3663                  84-1017107
(State or other jurisdiction of (Primary Standard )          (I.R.S.
incorporation or organization)  Industrial Classification     Employer
                                     Code Number)             Identification)

             24730 Avenue Tibbitts, Suite 130, Valencia, California 91355
                                     (661) 295-6763
            (Address and telephone number of Registrant's principal executive
                         offices and principal place of business)
                            _________________________

                                 Robert A. Spigno
                              Chief Executive Officer
                               ConectiSys Corporation
                         24730 Avenue Tibbitts, Suite 130
                            Valencia, California 91355
                                 (661) 295-6763
                            _________________________

                                   Copies to:
                              Larry A. Cerutti, Esq.
                              John T. Bradley, Esq.
                               Rutan & Tucker, LLP
                          611 Anton Boulevard, 14th Floor
                           Costa Mesa, California  92626
                                 (714) 641-5100


<table>
                                          CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS                               PROPOSED           PROPOSED
OF SECURITIES TO       AMOUNT OF SECURITIES    MAXIMUM OFFERING   MAXIMUM AGGERGATE          AMOUNT OF
BE REGISTERED           TO BE REGISTERED          PRICE (1)       OFFERING PRICE (1)      REGISTRATION FEE
------------------     ---------------------   ----------------   -----------------       ----------------
<C>                    <C>                     <C>                <C>                     <C>
Common stock,          4,000,000 shares          $0.0045            $18,000               $1.46
no par value

(1)  Computed pursuant to Rule 457(c) on the basis of the average of the
     high and low prices per share as reported for such securities on
     the NASD's OTC Bulletin Board on March 6, 2003.
</table>

<page>i

                              EXPLANATORY NOTE

         This registration statement covers 4,000,000 shares of common stock,
no par value per share, of Conectisys Corporation, that were issued under a
Consulting Agreement dated as of November 1, 2002, between ConectiSys
Corporation and Clifford Mastricola.

         This registration statement contains two parts. Part I contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 in accordance
with Instruction C of the General Instructions to Form S-8. Subject to the
volume limitations of Rule 144(e) of the Securities Act of 1933, the reoffer
prospectus may be used for reoffers or resales on a continuous or delayed basis
in the future of the 4,000,000 shares of common stock issued under the
above-described Consulting Agreement. Part II contains information required in
this registration statement under Part II of Form S-8.

ii


PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act of 1933, we will provide to Mr. Clifford Mastricola the documents
containing the information specified in Part I, Items 1 and 2. We will
furnish without charge to any person, upon written or oral request of such
person, a copy of each document incorporated by reference in Item 3 of Part
II of this registration statement, which documents are incorporated by
reference in the Section 10(a) prospectus, and any other documents required
to be delivered to Mr. Mastricola under Rule 428(b) of the Securities Act
of 1933. Requests should be directed to Conectisys Corporation 24730 Avenue
Tibbitts, Suite 130, Valencia, California 91355 Attention: Corporate
Administrator. Our telephone number is (661) 295-6763. The reoffer
prospectus follows this paragraph.

iii

                                 PROSPECTUS

                            Conectisys Corporation

                       4,000,000 Shares of Common Stock

         The shares of Conectisys Corporation common stock being offered
under this prospectus are being offered by Clifford Mastricola for his own
account. Our common stock trades on the NASD's OTC Bulletin Board under the
symbol "CNES." On March 6, 2003, the high and low sale prices for a
share of our common stock were $.0045 and $.0045, respectively.

         The mailing address and the telephone number of our principal executive
offices are 24730 Avenue Tibbitts, Suite 130, Valencia, California 91355,
(661) 295-6763.

                              ---------------------

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                  PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 3.

                              ---------------------

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.

                              ---------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is March 7, 2003

<page>1

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Risk Factors...............................................................  3
Special Note Regarding Forward-Looking Statements.......................... 12
Use of Proceeds............................................................ 12
Indemnification of Directors and Officers.................................. 12
Selling Security Holder.................................................... 14
Plan of Distribution....................................................... 15
Transfer Agent and Registrar............................................... 16
Legal Matters.............................................................. 16
Experts.................................................................... 17
Where You Can Find More Information........................................ 18
Incorporation of Documents by Reference.................................... 18

<page>2

                                RISK FACTORS

        An investment in our common stock involves a high degree of risk.
In addition to the other information in this document, you should carefully
consider the following risk factors before deciding to invest in shares of
our common stock. If any of the following risks actually occurs, it is
likely that our business, financial condition and operating results would
be harmed. As a result, the trading price of our common stock could
decline, and you could lose part or all of your investment.

                         RISKS RELATED TO OUR BUSINESS

        WE HAVE NO HISTORY OF REVENUES, HAVE INCURRED SIGNIFICANT LOSSES,
        EXPECT CONTINUED LOSSES AND MAY NEVER ACHIEVE PROFITABLY. IF WE
        CONTINUE TO INCUR LOSSES, WE MAY HAVE TO CURTAIL OUR OPERATIONS,
        WHICH MAY PREVENT US FROM SUCCESSFULLY DEPLOYING OUR H-NET(TM)
        WIRELESS METER READING SYSTEM.

        We have no history of revenues, have not been profitable and expect
continued losses. Historically, we have relied upon cash from financing
activities to fund all of the cash requirements of our activities and have
incurred significant losses and experienced negative cash flow. As of
December 31, 2002, we had an accumulated deficit of approximately
$23,668,000. For our fiscal year ended September 30, 2002, we incurred a
net loss of approximately $2,347,000 and for our fiscal year ended
September 30, 2001, we incurred a net loss of approximately $2,154,000. We
cannot predict when we will become profitable or if we ever will become
profitable, and we may continue to incur losses for an indeterminate period
of time and may never achieve or sustain profitability. An extended period
of losses and negative cash flow may prevent us from successfully deploying
our H-Net(TM) wireless meter reading system, or our H-Net(TM) system, and
operating or expanding our business. As a result of our financial
condition, our independent auditors have issued an opinion questioning our
ability to continue as a going concern.

        Our significant losses have resulted principally from costs
incurred in connection with the development of our H-Net(TM) system and
from costs associated with our administrative activities. We expect our
operating expenses to dramatically increase as a result of our planned
deployment of our H-Net(TM) system.  Since we have not yet completed the
development of our H-Net(TM) system, have no operating history and no
sources of revenues, we cannot assure you that our business will ever
become profitable or that we will ever generate sufficient revenues to meet
our expenses and support our planned activities. Even if we are able to
achieve profitability, we may be unable to sustain or increase our
profitability on a quarterly or annual basis.

<page>3


        OUR INDEPENDENT AUDITORS HAVE ISSUED A REPORT QUESTIONING OUR
        ABILITY TO CONTINUE AS A GOING CONCERN. THIS REPORT MAY IMPAIR OUR
        ABILITY TO RAISE ADDITIONAL FINANCING AND ADVERSELY AFFECT THE
        PRICE OF OUR COMMON STOCK.

        The report of our independent auditors contained in our financial
statements for the years ended September 30, 2002 and 2001 includes a
paragraph that explains that we have incurred substantial losses and have a
working capital deficit. This report raises substantial doubt about our
ability to continue as a going concern. Reports of independent auditors
questioning a company's ability to continue as a going concern are
generally viewed unfavorably by analysts and investors. This report may
make it difficult for us to raise additional debt or equity financing
necessary to continue the development and deployment of our H-Net(TM) system.
We urge potential investors to review this report before making a decision
to invest in ConectiSys.

        WITHOUT SUBSTANTIAL ADDITIONAL FINANCING, WE MAY BE UNABLE TO
        ACHIEVE THE OBJECTIVES OF OUR CURRENT BUSINESS STRATEGY, WHICH
        COULD FORCE US TO DELAY, CURTAIL OR ELIMINATE OUR PRODUCT AND
        SERVICE DEVELOPMENT PROGRAMS.

        We require additional financing to produce cost-reduced hardware
for our H- Net(TM) system capable of large-scale manufacturing; and obtain
and implement contracts and joint venture agreements with meter
manufacturers. If we are unable to obtain this financing, we could be
forced to delay, curtail or eliminate certain product and service
development programs or entirely abandon our planned deployment of our H-
Net(TM) system. In addition, our inability to obtain financing could have
such a material adverse effect on our business, prospects, results of
operations or financial condition, that we may be forced to restructure,
file for bankruptcy, sell assets or cease operations entirely, any of which
could jeopardize an investment in our common stock.

        WE NEED AND MAY BE UNABLE TO OBTAIN ADDITIONAL FINANCING ON
        SATISFACTORY TERMS, WHICH MAY REQUIRE US TO ACCEPT FINANCING ON
        BURDENSOME TERMS THAT MAY CAUSE SUBSTANTIAL DILUTION TO OUR
        SHAREHOLDERS AND IMPOSE ONEROUS FINANCIAL RESTRICTIONS ON OUR
        BUSINESS.

        We require additional financing. Deteriorating global economic
conditions may cause prolonged declines in investor confidence in and
accessibility to capital markets. Future financing may not be available on
a timely basis, in sufficient amounts or on terms acceptable to us. This
financing may also dilute existing shareholders' equity. Any debt financing
or other financing of securities senior to our common stock will likely
include financial and other covenants that will restrict our flexibility.
At a minimum, we expect these covenants to include restrictions on our
ability to pay dividends on our common stock. Any failure to comply with
these covenants would have a material adverse effect on our business,
prospects, financial condition and results of operations because we could
lose any then-existing sources of financing and our ability to secure new
sources of financing may be impaired.

        WE ARE SUBJECT TO AN INJUNCTION IMPOSED BY A FEDERAL COURT FOR
        VIOLATING THE FEDERAL SECURITIES LAWS, WHICH MAY MAKE IT MORE
        DIFFICULT TO RAISE FINANCING.

        In 1997, the Securities and Exchange Commission filed suit in the
United States District Court in the Central District of California against
ConectiSys and another individual seeking permanent injunctions and civil
penalties based on alleged violations of Sections 5(a), 5(c) and 17(a)(1)-
(3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange
Act of 1934 and Rule 10b-5 thereunder in connection with the sale of common
stock of ConectiSys in 1996. In March 1999, we agreed with the Securities
and Exchange Commission to the terms of a settlement of its litigation
against us. Under the terms of that settlement, we dismissed our then-
pending appeal of a judgment against us in favor of the Securities and
Exchange Commission and accepted a permanent injunction against us
prohibiting actions that would violate federal securities laws in
connection with the offer, purchase or sale of securities. The Securities
and Exchange Commission agreed to waive a requirement of the judgment under
appeal that we disgorge $175,000 of proceeds from the sale of our common
stock due to our inability to pay this amount. On March 9, 1999, an amended
final judgment of permanent injunction and other relief memorializing these
agreements was entered in connection with the execution by us of a consent
to entry of injunction. An injunction of this nature is viewed unfavorably
by analysts and investors and may make it more difficult for us to raise
additional debt or equity financing necessary to run our business.

<page>4

        OUR DEFAULT ON THE REPAYMENT OF THE CONVERTIBLE DEBENTURES HELD BY
        CERTAIN SECURITY HOLDERS COULD HAVE A MATERIAL AND ADVERSE EFFECT
        ON OUR BUSINESS, PROSPECTS, RESULTS OF OPERATIONS OR FINANCIAL
        CONDITION.

        Unpaid principal and accrued and unpaid interest on our convertible
debentures becomes immediately due and payable one year from their date of
issuance, or earlier in the event of a default. The events of default under
the convertible debentures are similar to those customary for convertible
debt securities, including breaches of material terms, failure to pay
amounts owed, delisting of our common stock from the OTC Bulletin Board(R) or
failure to comply with the conditions of listing on the OTC Bulletin
Board(R). If we default on our obligations under the convertible debentures,
we may be required to immediately repay the outstanding principal amounts
of the debentures and any accrued and unpaid interest. The cash required to
repay such amounts would likely have to be taken from our working capital.
Since we rely on our working capital to sustain our day to day operations
and the development of our H-Net(TM) system, a default on the convertible
debentures could have a material and adverse effect on our business,
prospects, results of operations or financial condition.

        WE RELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF THEIR SERVICES
        COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

        Our success is highly dependent upon the continued services of key
members of our management, including our Chairman of the Board and Chief
Executive Officer, Robert A. Spigno, and our Chief Technology Officer,
Lawrence Muirhead. The loss of Messrs. Spigno or Muirhead or one or more
other key members of management could have a material adverse effect on us
because each of these individuals has experience and skills upon which we
draw heavily in our day-to-day operations, strategic planning or research
and development activities. The development and operation of our H-Net(TM)
system is largely dependent upon the skill and efforts of Mr. Muirhead.
Although we have entered into employment agreements with Messrs. Spigno and
Muirhead, we cannot assure the continued services of these key members of
our management team. We do not maintain key-man life insurance policies on
any member of management.

        WE HAVE A LIMITED OPERATING HISTORY OF SEVEN YEARS AND VERY LIMITED
        OPERATING EXPERIENCE; THEREFORE, REGARDLESS OF THE VIABILITY OR
        MARKET ACCEPTANCE OF OUR H-NET(TM) SYSTEM, WE MAY BE UNABLE TO
        ACHIEVE PROFITABILITY OR REALIZE OUR OTHER BUSINESS GOALS.

        Our H-Net(TM) system is the result of a new venture. We have been
engaged in research and development of automatic meter reading technologies
since 1995, and we have only recently completed limited pilot programs for
our first and only product, our H-Net(TM) automatic meter reading system.
We have generated no operating revenues from our H-Net(TM) system and have
not commenced any of the widespread marketing and other functions that we
anticipate will be required for successful deployment of our H-Net(TM)
system. Deployment of our H-Net(TM) system will involve large-scale cost-
reduction manufacturing runs for the production of the components employed
in our H- Net(TM) system.  Our success will depend in large part on our
ability to deal with the problems, expenses and delays frequently
associated with bringing a new product to market. Because we have little
experience in the deployment and operational aspects of automatic meter
reading technologies, we may be unable to successfully deploy and operate
our H-Net(TM) system even if our H-Net(TM) system proves to be a viable
automatic meter reading solution and achieves market acceptance.
Consequently, we may be unable to achieve profitability or realize our
other business goals.

<page>5

        MANY COMPANIES WITH GREATER RESOURCES AND OPERATING EXPERIENCE ARE
        DEVELOPING TECHNOLOGY SIMILAR TO THAT EMPLOYED IN OUR H-NET(TM)
        SYSTEM. THESE COMPANIES COULD SUCCESSFULLY COMPETE WITH US AND
        NEGATIVELY AFFECT THE DEPLOYMENT OF OUR H-NET(TM) SYSTEM AND OUR
        OPPORTUNITY TO ACHIEVE PROFITABILITY.

        We anticipate significant competition with our H-Net(TM) system
from many companies. Our H-Net(TM) system is designed to compete with
companies such as those that offer meter reading services utilizing modem
and telephone line communications or drive-by data collection capabilities.
Our H-Net(TM) system may compete with numerous companies, including
Schlumberger Ltd., Itron, Inc., CellNet Data Systems, Hunt Technologies and
Metricom Corporation, each of which has significantly more resources and
operational and product development experience than we do.  Some of our
potential customers, namely, meter manufacturers and utility companies, may
decide to develop their own products or service offerings that directly
compete with our H- Net(TM) system. Although we believe that our H-Net(TM)
system will be competitive in the marketplace, we cannot assure you that
these or other companies with greater experience and greater resources than
ConectiSys will not negatively affect our business prospects and impair our
ability to achieve profitability.

        WE ARE TARGETING A NEW AND EVOLVING MARKET AND WE CANNOT BE CERTAIN
        THAT OUR BUSINESS STRATEGY WILL BE SUCCESSFUL.

        The automation of utility meter reading and data distribution is a
relatively new and rapidly changing market. We cannot accurately predict
the size of this market or its potential growth. Our system is one possible
solution for AMR and data distribution. It has not been adopted as an
industry standard and it may not be adopted on a broad scale. Competing
systems have been and likely will continue to be selected by utilities and
other potential clients. Participants in the utility industry have
historically been cautious and deliberate in making decisions concerning
the adoption of new technology. This process, which can take up to several
years to complete, may include the formation of evaluation committees, a
review of different technical options, technology trials, equipment testing
and certification, performance and cost justifications, regulatory review,
one or more requests for vendor quotes and proposals, budgetary approvals
and other steps. Only a limited number of utilities have made a commitment
to purchase our products to date. Consequently, if our H-Net(TM) system as
an AMR solution is unsuccessful and we are unable to enter into AMR or data
distribution contracts on terms favorable to us, our business, results of
operations and financial condition could be materially and adversely
affected.

        The new and evolving nature of the market that we intend to target
makes an accurate evaluation of our business prospects and the formulation
of a viable business strategy very difficult. Accordingly, our business
strategy may be faulty or even obsolete and as a result, we may not
properly plan for or address many obstacles to success, including the
following:

o       the timing and necessity of substantial expenditures for the
        development and deployment of our H-Net(TM) system;
o       the failure to strategically position ourselves in relation to
        joint venture or strategic partners, and potential and actual
        competitors;
o       the failure of our H-Net(TM) system to satisfy the needs of the
        market that we intend to target and the resulting lack of
        widespread or adequate acceptance of our H-Net(TM) system; and
o       the difficulties in managing rapid growth of operations and
        personnel.

<page>6

        OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

        We have recently emerged from the development stage and although we
do not currently have revenue-generating operations, our strategy envisions
a period of rapid growth that may impose a significant burden on our
administrative and operational resources. Our ability to effectively manage
growth will require us to substantially expand the capabilities of our
administrative and operational resources and to attract, train, manage and
retain qualified engineers, technicians, salespersons and other personnel.
There can be no assurance that we will be able to do so. If we are unable
to successfully manage our growth, our business, prospects, results of
operations and financial condition could be materially and adversely
affected.

                    RISKS RELATED TO THIS OFFERING

        BECAUSE WE BELIEVE THAT PROPRIETARY RIGHTS ARE MATERIAL TO OUR
        SUCCESS, MISAPPROPRIATION OF THOSE RIGHTS OR CLAIMS OF INFRINGEMENT
        OR LEGAL ACTIONS RELATED TO INTELLECTUAL PROPERTY COULD ADVERSELY
        IMPACT OUR FINANCIAL CONDITION.

        We currently rely on a combination of contractual rights,
copyrights, trademarks and trade secrets to protect our proprietary rights.
However, although our H-Net(TM) system and its constituent components could
benefit from patent protection, we have chosen to retain the proprietary
rights associated with our H-Net(TM) system predominantly as trade secrets.
Although we currently rely to a great extent on trade secret protection for
much of our technology, we cannot assure you that our means of protecting
our proprietary rights will be adequate or that our competitors will not
independently develop comparable or superior technologies or obtain
unauthorized access to our proprietary technology.

        We own, license or have otherwise obtained the right to use certain
technologies incorporated in our H-Net(TM) system. We may receive
infringement claims from third parties relating to our products and
technologies. In those cases, we intend to investigate the validity of the
claims and, if we believe the claims have merit, to respond through
licensing or other appropriate actions. To the extent claims relate to
technology included in components purchased from third-party vendors for
incorporation into our products, we would forward those claims to the
appropriate vendor. If we or our component manufacturers are unable to
license or otherwise provide any necessary technology on a cost-effective
basis, we could be prohibited from marketing products containing that
technology, incur substantial costs in redesigning products incorporating
that technology, or incur substantial costs defending any legal action
taken against us.

        SHARES OF OUR COMMON STOCK ELIGIBLE OR TO BECOME ELIGIBLE FOR
        PUBLIC SALE COULD ADVERSELY AFFECT OUR STOCK PRICE AND MAKE IT
        DIFFICULT FOR US TO RAISE ADDITIONAL CAPITAL THROUGH SALES OF
        EQUITY SECURITIES.

        As of March 6, 2003, we had outstanding 149,912,312 shares of
common stock, of which all but approximately 66,200,000 shares were
unrestricted under the Securities Act of 1933. As of March 6, 2003, we
also had outstanding options, warrants, promissory notes, convertible
debentures and preferred stock that were exercisable for or convertible
into approximately 424,000,000 shares of common stock, approximately
387,000,000 of which are covered by registration rights. Sales of a
substantial number of shares of our common stock in the public market, or
the perception that sales could occur, could adversely affect the market
price of our common stock. Any adverse effect on the market price of our
common stock could make it difficult for us to raise additional capital
through sales of equity securities at a time and at a price that we deem
appropriate.

<page>7

        CONVERSION OR EXERCISE OF OUR OUTSTANDING DERIVATIVE SECURITIES
        COULD SUBSTANTIALLY DILUTE YOUR INVESTMENT BECAUSE THE CONVERSION
        AND EXERCISE PRICES OF THOSE SECURITIES AND/OR THE NUMBER OF SHARES
        OF COMMON STOCK ISSUABLE UPON CONVERSION OR EXERCISE OF THOSE
        SECURITIES ARE SUBJECT TO ADJUSTMENT.

        We have issued various notes, debentures and warrants that are
convertible or exercisable at prices that are subject to adjustment due to
a variety of factors, including fluctuations in the market price of our
common stock and the issuance of securities at an exercise or conversion
price less than the then-current exercise or conversion price of those
notes, debentures or warrants. As of March 6, 2003, the closing price
of a share of our common stock on the OTC Bulletin Board(R) was $.0045. On
that date, our notes, debentures and warrants outstanding with adjustable
conversion and/or exercise prices were convertible or exercisable into
approximately 404,000,000 shares of our common stock. The number of shares
of common stock that these adjustable securities ultimately may be
converted into or exercised for could prove to be greater than this amount
if the market price of our common stock declines. You could, therefore,
experience substantial dilution of your investment as a result of the
conversion or exercise of our outstanding derivative securities.

        The applicable conversion price of our debentures issued to certain
security holders is variable and does not have a lower-limit, therefore the
dilutive effect to our existing security holders is theoretically
limitless. Conversely, because the variable conversion price of these
debentures has an upper limit, an increase in the trading price of a share
of our common stock will result in a limited benefit to existing security
holders with respect to the conversion of these debentures. The following
table sets forth the number of shares issuable upon conversion of the
principal portion of the debentures issued to certain security holders and
outstanding as of March 6, 2003, based upon the indicated hypothetical
trading prices:

                                            Approximate
                                             Number of        Percentage of
Hypothetical                                  Shares            Company's
Trading Price     Conversion Price (1)      Issuable (2)     Common Stock (3)
-------------    ---------------------     ------------     -----------------
$.008                  $.004                231,800,000           61%

$.006                  $.003                309,000,000           67%

$.004                  $.002                463,600,000           76%

$.002                  $.001                927,100,000           86%
_______________

        (1)     The conversion price of our debentures is the lower of 50%
                of the average of the three lowest intraday trading prices
                of a share of our common stock on the OTC Bulletin Board(R)
                during the twenty trading days immediately preceding the
                conversion date, and either (a) $.06 for the March, May and
                June 2002 convertible debentures, or (b) $.01 for the
                November 2002 and March 2003 convertible debentures and
                the additional convertible debentures to be issued in a
                subsequent investment tranche in connection with the
                November 2002 debenture offering. As of March 6, 2003,
                the applicable conversion price was $.00225.

        (2)     Our current authorized capital allows us to issue a maximum
                of 250,000,000 shares of common stock.

<page>8

        (3)     Amounts are based on 149,912,312 shares of our common stock
                outstanding as of March 6, 2003 plus the corresponding
                number of shares issuable. Each of the holders of our
                convertible debentures may not convert our debentures into
                more than 4.9% of our then-outstanding common stock;
                however, the holders may waive the 4.9% limitation, thus
                allowing the conversion of their debentures into a number
                of shares of common stock in excess of 4.9% of our then-
                outstanding common stock.

        The holders of our convertible debentures may elect to receive
payment for accrued and unpaid interest on our convertible debentures in
shares of our common stock based on the conversion price and on the same
terms described above with respect to conversions of the principal portion
of these debentures. As a result of conversions of the principal or
interest portion of our convertible debentures and related sales of our
common stock by the holders of our convertible debentures, the market price
of our common stock could be depressed, thereby resulting in a significant
increase in the number of shares issuable upon conversion of the principal
and interest portions of these debentures. You could, therefore, experience
substantial dilution of your investment as a result of the conversion of
the principal or interest portions of our convertible debentures.

        IF OUR SECURITY HOLDERS ENGAGE IN SHORT SALES OF OUR COMMON STOCK,
        INCLUDING SALES OF SHARES TO BE ISSUED UPON CONVERSION OR EXERCISE
        OF DERIVATIVE SECURITIES, THE PRICE OF OUR COMMON STOCK MAY
        DECLINE.

        Selling short is a technique used by a shareholder to take
advantage of an anticipated decline in the price of a security. A
significant number of short sales or a large volume of other sales within a
relatively short period of time can create downward pressure on the market
price of a security. The decrease in market price would allow holders of
our derivative securities that have conversion or exercise prices based
upon a discount on the market price of our common stock to convert or
exercise their derivative securities into or for an increased number of
shares of our common stock. Further sales of common stock issued upon
conversion or exercise of our derivative securities could cause even
greater declines in the price of our common stock due to the number of
additional shares available in the market, which could encourage short
sales that could further undermine the value of our common stock. You
could, therefore, experience a decline in the value of your investment as a
result of short sales of our common stock.

        OUR CURRENT FINANCING ARRANGEMENTS COULD PREVENT OUR COMMON STOCK
        FROM BEING LISTED ON NASDAQ OR OTHER PRINCIPAL MARKETS.

        Nasdaq and other principal markets require that, to be eligible for
inclusion in the stock market, a company's common stock have a specified
minimum bid price per share. Convertible debenture financings, especially
those with variable conversion prices with low or no low-price limits,
characteristically exert downward pressure on the market for a company's
common stock. This pressure, if applied against the market for our common
stock, may prevent our common stock from being listed on Nasdaq or other
principal markets, but we do not currently satisfy various other listing
requirements and thus are not in a position to have our common stock listed
on any of those markets.

        OUR COMMON STOCK PRICE IS SUBJECT TO SIGNIFICANT VOLATILITY, WHICH
        COULD RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS AND IN LITIGATION
        AGAINST US.

<page>9

        The stock market as a whole and individual stocks historically have
experienced extreme price and volume fluctuations, which often have been
unrelated to the performance of the related corporations. During the three
months ended December 31, 2002, the high and low closing bid prices of our
common stock were $.036 and $.007, respectively. The market price of our
common stock may exhibit significant fluctuations in the future response to
various factors, many of which are beyond our control and which include:

        o       variations in our quarterly operating results, which
                variations could result from, among other things, changes
                in the needs of one or more of our customers;
        o       changes in market valuations of similar companies and stock
                market price and volume fluctuations generally;
        o       economic conditions specific to the industries in which we
                operate;
        o       announcements by us or our competitors of new or enhanced
                products, technologies or services or significant
                contracts, acquisitions, strategic relationships, joint
                ventures or capital commitments;
        o       regulatory developments;
        o       additions or departures of key personnel; and
        o       future sales of our common stock or other debt or equity
                securities.

        If our operating results in future quarters fall below the
expectations of market makers, securities analysts and investors, the price
of our common stock likely will decline, perhaps substantially. In the
past, securities class action litigation often has been brought against a
company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources. Consequently, the price
at which you purchase shares of our common stock may not be indicative of
the price that will prevail in the trading market. You may be unable to
sell your shares of common stock at or above your purchase price, which may
result in substantial losses to you.

        BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF
        TRADING ACTIVITY IN OUR STOCK MAY BE REDUCED.

        Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks, like shares of our common stock,
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on
Nasdaq). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-
dealer and its salesperson in the transaction, and, if the broker-dealer is
the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market, and monthly account
statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities
to persons other than established customers and "accredited investors" must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement
to the transaction. Consequently, these requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for
a security subject to the penny stock rules, and investors in our common
stock may find it difficult to sell their shares.

        BECAUSE OUR STOCK IS NOT LISTED ON A NATIONAL SECURITIES EXCHANGE,
        YOU MAY FIND IT DIFFICULT TO DISPOSE OF OR OBTAIN QUOTATIONS FOR
        OUR COMMON STOCK.

        Our common stock trades under the symbol "CNES" on the OTC Bulletin
Board(R). Because our stock trades on the OTC Bulletin Board(R) rather than
on a national securities exchange, you may find it difficult to either
dispose of, or to obtain quotations as to the price of, our common stock.

<page>10

        OUR PREFERRED STOCK MAY DELAY OR PREVENT A TAKEOVER OF CONECTISYS,
        POSSIBLY PREVENTING YOU FROM OBTAINING HIGHER STOCK PRICES FOR YOUR
        SHARES.

        Our board of directors has the authority to issue up to 50,000,000
shares of preferred stock and to fix the rights, preferences, privileges
and restrictions, including voting rights of those shares, without any
further vote or action by our shareholders. Of these shares, 1,000,000
shares have been designated as Class A Preferred Stock and 1,000,000 shares
have been designated as Class B Preferred Stock. The rights of the holders
of our common stock are subject to the rights of the holders of our
outstanding preferred stock and will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that we may
issue in the future. The issuance of preferred stock, while providing
desired flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of our outstanding voting stock, which
would delay, defer or prevent a change in control of ConectiSys.
Furthermore, preferred stock may have other rights, including economic
rights senior to the common stock, and, as a result, the issuance of
preferred stock could adversely affect the market value of our common
stock.

        CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS
        ALLOW CONCENTRATION OF VOTING POWER IN ONE INDIVIDUAL, WHICH MAY,
        AMONG OTHER THINGS, DELAY OR FRUSTRATE THE REMOVAL OF INCUMBENT
        DIRECTORS OR A TAKEOVER ATTEMPT, EVEN IF SUCH EVENTS MAY BE
        BENEFICIAL TO OUR SHAREHOLDERS.

        Provisions of our articles of incorporation and bylaws may delay or
frustrate the removal of incumbent directors and may prevent or delay a
merger, tender offer or proxy contest involving ConectiSys that is not
approved by our board of directors, even if those events may be beneficial
to the interests of our shareholders. For example, as of February 12, 2003,
Robert A. Spigno, our Chairman of the Board and Chief Executive Officer,
was the holder of 200,020 shares of our Class A Preferred Stock. As of that
date, Mr. Spigno also held an option, exercisable at $1.00 per share until
its expiration on December 1, 2003, to purchase up to 250,000 additional
shares of our Class A Preferred Stock. Under our articles of incorporation,
each share of Class A Preferred Stock is entitled to 100 votes per share on
all matters presented to our shareholders for action. Consequently, Mr.
Spigno may have sufficient voting power to control the outcome of all
corporate matters submitted to the vote of our common shareholders. Those
matters could include the election of directors, changes in the size and
composition of the board of directors, and mergers and other business
combinations involving ConectiSys. In addition, through his control of the
board of directors and voting power, Mr. Spigno may be able to control
certain decisions, including decisions regarding the qualification and
appointment of officers, dividend policy, access to capital (including
borrowing from third-party lenders and the issuance of additional equity
securities), and the acquisition or disposition of assets by ConectiSys.
Also, the concentration of voting power in the hands of Mr. Spigno could
have the effect of delaying or preventing a change in control of
ConectiSys, even if the change in control would benefit our shareholders,
and may adversely affect the market price of our common stock.

<page>11

             SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This document contains forward-looking statements, including
among others:

        o       our product development activities;

        o       our business strategy for establishing a presence in the AMR
                market;

        o       anticipated trends in our financial condition and results of
                operations;

        o       the impact of the continuing threat of terrorism and the
                responses to such threat by military, government,
                business and the public; and

        o       our ability to distinguish ourselves from our current and
                future competitors.

        You can identify forward-looking statements generally by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"intends," "plans," "should," "could," "seeks," "pro forma," "anticipates,"
"estimates," "continues," or other variations thereof, including their use
in the negative, or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the
captions "Risk Factors," "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business,"
as well as captions elsewhere in this prospectus and in the documents
incorporated herein by reference. A number of factors could cause results
to differ materially from those anticipated by forward- looking statements,
including those discussed under "Risk Factors" and "Business."

        These forward-looking statements necessarily depend upon
assumptions and estimates that may prove to be incorrect. Although we
believe that the assumptions and estimates reflected in the forward-looking
statements are reasonable, we cannot guarantee that we will achieve our
plans, intentions or expectations. The forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause
actual results to differ in significant ways from any future results
expressed or implied by the forward-looking statements.

                             USE OF PROCEEDS

        We will not receive any of the proceeds from the sale of the shares
of common stock offered by the selling security holder.

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Colorado Business Corporation Act, or CBCA, requires that each
director discharge his duties to ConectiSys in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner that he reasonably believes to be in the
best interests of ConectiSys. Generally, a director will not be liable to
ConectiSys or its shareholders, for any action he takes or omits to take as
a director if, in connection with such action or omission, he performed the
duties of his position in compliance with the standards described above.

        Our Articles of Incorporation provide that ConectiSys may indemnify
any director or officer of ConectiSys to the full extent permitted by
Colorado law. Under the CBCA, except for the situation described below, a
corporation may indemnify a person made a party to a proceeding because the

<page>12

person is or was a director against liability incurred in the proceeding
if:

        o       the person conducted himself in good faith;

        o       the person reasonably believed, in the case of conduct in an
                official capacity with ConectiSys that his conduct was in
                the best interests of ConectiSys and, in all other cases,
                that his conduct was at least not opposed to the best
                interests of ConectiSys; and

        o       in the case of any criminal proceeding, the person had no
                reasonable cause to believe his conduct was unlawful.

        Under the CBCA, ConectiSys may not indemnify a director as
described above:

        o       in connection with a proceeding by or in the right of
                ConectiSys, in which the director was adjudged liable to
                ConectiSys; or

        o       in connection with any other proceeding charging that the
                director derived an improper personal benefit, whether or
                not involving action in an official capacity, in which
                proceeding the director was adjudged liable on the basis
                that he derived an improper personal benefit.

        Under the CBCA, ConectiSys is required to indemnify any director
who is wholly successful on the merits or otherwise, in the defense of any
proceeding to which the director was a party because the person is or was a
director, against reasonable expenses incurred by him in connection with
the proceeding.

        Section 2115 of the California General Corporation Law, or the
California Corporations Code, provides that corporations such as ConectiSys
that are incorporated in jurisdictions other than California and that meet
various tests are subject to several provisions of the California
Corporations Code, to the exclusion of the law of the jurisdiction in which
the corporation is incorporated. We believe that as of September 30, 2002,
we met the tests contained in Section 2115. Consequently, we are subject
to, among other provisions of the California Corporations Code, Section 317
which governs indemnification of directors, officers and others. Section
317 generally eliminates the personal liability of a director for monetary
damages in an action brought by or in the right of ConectiSys for breach of
a director's duties to ConectiSys or our shareholders except for liability:

        o       for acts or omissions that involve intentional misconduct
                or a knowing and culpable violation of law;

        o       for acts or omissions that a director believes to be
                contrary to the best interests of ConectiSys or our
                shareholders or that involve the absence of good faith on
                the part of the director;

        o       for any transaction for which a director derived an improper
                personal benefit;

        o       for acts or omissions that show a reckless disregard for the
                director's duty to ConectiSys or our shareholders in
                circumstances in which the director was aware, or should
                have been aware, in the ordinary course of performing a

<page>13

                director's duties, of a risk of serious injury to
                ConectiSys or our shareholders;

        o       for acts or omissions that constitute an unexcused pattern
                of inattention that amounts to an abdication of the
                director's duty to ConectiSys or our shareholders; and

        o       for engaging in transactions described in the California
                Corporations Code or California case law which result in
                liability, or approving the same kinds of transactions.

        To the extent indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of ConectiSys under the above provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.

                          SELLING SECURITY HOLDER

         The following table sets forth information as of March 6, 2003
with respect to the beneficial ownership of our common stock both before
and immediately following the offering by the selling security holder. The
following calculations of the percent of outstanding shares are based on
149,912,312 shares of our common stock outstanding as of the date of the
table. Beneficial ownership includes shares issuable upon exercise of
warrants and options that are exercisable within sixty days of the date of
the table. Beneficial ownership and, accordingly, percent of class
ownership, are calculated according to Securities and Exchange Commission
Rule 13d-3.

         The shares of common stock being offered under this prospectus may
be offered for sale from time to time during the period the registration
statement of which this prospectus is a part remains effective, by or for
the account of the selling security holder. All of the shares being offered
under this prospectus were issued in a private placement transaction under
the terms of a Consulting Agreement dated as of November 1, 2002 by and
between us and the selling security holder.

         We will not receive any of the proceeds from the sale of the
shares of common stock offered by the selling security holder.

<Table>
                                                Shares of Class              Shares of
                                                Beneficially                 Class Being        Shares of Class
Name and Address of              Title of       Owned Prior                  offered Under      Beneficially Owned
of Beneficial Owner              Class          Prior to this Offering       this Prospectus    After this Offering(1)
__________________________      ________        _________________________    ________________   __________________________
<C>                             <C>             <C>              <C>          <C>               <C>            <C>
                                                Number           Percent                        Number         Percent
                                                ------           -------                        ------         -------
Clifford Mastricola
2190 Carmel Valley Rd
Del Mar, CA  92014   ...........Common          4,000,0000        2.67%         4,000,000         --              --
---------------
(1)      Assumes all shares of class being offered are sold.

</table>

<page>14

                            PLAN OF DISTRIBUTION

         The selling security holder and any of his donees, pledgees, assignees
and other successors-in-interest may, from time to time, sell any or all of
his shares of our common stock being offered under this prospectus on any
stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales, which may include block transactions, may be
at fixed or negotiated prices. The selling security holder may use any one or
more of the following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resales by the
                  broker-dealer for its own account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        short sales, which are contracts for the sale of shares of
                  stock that the seller does not own, or certificates for which
                  are not within his control, so as to be available for delivery
                  at the time when, under applicable rules, delivery must be
                  made;

         o        transactions to cover short sales;

         o        broker-dealers may agree with the selling security holder to
                  sell a specified number of shares at a stipulated price per
                  share;

         o        a combination of any of these methods of sale; or

         o        any other method permitted by applicable law

         The sale price to the public may be:

         o        the market price prevailing at the time of sale;

         o        a price related to the prevailing market price;

         o        at negotiated prices; or

         o        such other price as the selling security holder determines
                  from time to time.

         The shares may also be sold under Rule 144 under the Securities
Act of 1933, as amended, if available, rather than under this prospectus.
The selling security holder shall have the sole and absolute discretion not
to accept any purchase offer or make any sale of shares if he deems the
purchase price to be unsatisfactory at any particular time.

         The selling security holder may also engage in short sales against the
box, which are sales where the seller owns enough shares to cover the borrowed
shares, if necessary, puts and calls and other transactions in securities
of ConectiSys or derivatives of Conectisys securities and may sell or
deliver shares in connection with these trades. The selling security holder

<page>15

may pledge his shares to his brokers under the margin provisions of
customer agreements. If the selling security holder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.

         Broker-dealers engaged by the selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The selling security holder has not indicated to
us that he expects these commissions and discounts to exceed what is customary
in the types of transactions involved.

         The selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

         The selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
the selling security holder has not entered into any agreement with a
prospective underwriter, and there is no assurance as to whether any such
agreement will be entered into. If the selling security holder enters into such
an agreement or agreements, the relevant details will be set forth in a
supplement or revisions to this prospectus.

         The selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations under that act, including, without
limitation, Regulation M. These provisions may restrict certain activities
of, and limit the timing of purchases and sales of any of the shares by,
the selling security holder or any other such person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time
prior to the commencement of such distributions, subject to specified
exceptions or exemptions. All of these limitations may affect the
marketability of the shares.

         We have agreed to pay all fees and expenses incident to the
registration of the shares.

                       TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is Signature
Stock Transfer, Inc. Its telephone number is (972) 788-4193

                               LEGAL MATTERS

         The validity of the shares of common stock offered under this
prospectus will be passed upon by Rutan & Tucker, LLP, Costa Mesa,
California.

<page>16

                                  EXPERTS

         The consolidated financial statements of ConectiSys Corporation
for the fiscal years ended September 30, 2002 and 2001 incorporated by
reference into this prospectus have been audited by Hurley & Company,
independent certified public accountants, to the extent and for the periods
set forth in that firm's report, are incorporated in this prospectus in
reliance upon the report given upon the authority of Hurley & Company as
experts in auditing and accounting.

<page>17

                    WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules
and regulations promulgated under the Securities Act, with respect to the
common stock offered under this prospectus. This prospectus, which
constitutes a part of the registration statement, does not contain all of
the information contained in the registration statement and the exhibits
and schedules to the registration statement. While material elements of the
contracts and documents referenced in this prospectus are contained in this
prospectus, statements contained in this prospectus as to the contents of
any contract or other document referred to are not necessarily complete,
and in each instance reference is made to the full text of the contract or
other document, which is filed as an exhibit to the registration statement.

         For further information with respect to us and the common stock
offered under this prospectus, reference is made to the registration
statement and its exhibits and schedules. The registration statement,
including its exhibits and schedules, may be inspected without charge at
the Public Reference Room maintained by the Securities and Exchange
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of
such documents may be obtained from the Securities and Exchange Commission
upon the payment of the charges prescribed by the Securities and Exchange
Commission. The public may obtain information on the operation of the
Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330.

         The Securities and Exchange Commission maintains an Internet web
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Securities
and Exchange Commission. The Securities and Exchange Commission's web site
address is http://www.sec.gov. Our web site address is
http://www.conectisys.com.

         All trademarks or trade names referred to in this prospectus are the
property of their respective owners.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by
reference is considered to be a part of this prospectus. We incorporate by
reference the documents listed below and all documents we subsequently file
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to the termination of
the offering covered by this prospectus:

     o    Our annual report on Form 10-KSB for the fiscal year ended
          September 30, 2002 (File No. 33-3560D), filed with the Securities
          and Exchange Commission on January 21, 2003;

     o    Our quarterly report on Form 10-QSB for the quarter ended
          December 31, 2002, filed with the Commission on February 19,
          2003;

     o    The description of our securities contained in our amendment no.
          1 to registration statement on Form SB-2 (Registration No. 333-
          87062), together with any amendment or report filed for the
          purpose of amending or updating such description.

<page>18


         Any statement in a document incorporated or deemed to be
incorporated by reference in this prospectus is deemed to be modified or
superseded to the extent that a statement contained in this prospectus, or
in any other document we subsequently file with the Securities and Exchange
Commission, modifies or supersedes that statement. If any statement is
modified or superseded, it does not constitute a part of this prospectus,
except as modified or superseded.

         We will provide to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in this prospectus but not
delivered with this prospectus. You may request a copy of these filings, at
no cost, by writing or telephoning us at the following address:

                             Conectisys Corporation
                        24730 Avenue Tibbitts, Suite 130
                          Valencia, California 91355
                      ATTENTION: CORPORATE ADMINISTRATOR
                          TELEPHONE: (661) 295-6763

<page>19

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       Incorporation of Documents by Reference.
              ----------------------------------------

         We incorporate the following documents by reference in this
registration statement:

         (a)    Our annual report on Form 10-KSB for the fiscal year ended
September 30, 2002 (File No. 33-3560D)filed with the Securities and
Exchange Commission on January 21, 2003;

         (b)    Our quarterly report on Form 10-QSB for the quarter ended
December 31, 2002, filed with the Commission on February 19, 2003;

         (c)    The description of our securities contained in our amendment
no. 1 to registration statement on Form SB-2 (Registration No. 333-87062),
together with any amendment or report filed for the purpose of amending or
updating such description.

         All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and shall be a part
of this registration statement from the date of filing such documents.

         For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.       Description of Securities.
              --------------------------

         Not Applicable.

ITEM 5.       Interests of Named Experts and Counsel.
              ---------------------------------------

         Not Applicable.

<page>II-1

ITEM 6.       Indemnification of Directors and Officers.
              ------------------------------------------

        The Colorado Business Corporation Act, or CBCA, requires that each
director discharge his duties to ConectiSys in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner that he reasonably believes to be in the
best interests of ConectiSys. Generally, a director will not be liable to
ConectiSys or its shareholders, for any action he takes or omits to take as
a director if, in connection with such action or omission, he performed the
duties of his position in compliance with the standards described above.

        Our Articles of Incorporation provide that ConectiSys may indemnify
any director or officer of ConectiSys to the full extent permitted by
Colorado law. Under the CBCA, except for the situation described below, a
corporation may indemnify a person made a party to a proceeding because the
person is or was a director against liability incurred in the proceeding
if:

        o       the person conducted himself in good faith;

        o       the person reasonably believed, in the case of conduct in an
                official capacity with ConectiSys that his conduct was in
                the best interests of ConectiSys and, in all other cases,
                that his conduct was at least not opposed to the best
                interests of ConectiSys; and

        o       in the case of any criminal proceeding, the person had no
                reasonable cause to believe his conduct was unlawful.

Under the CBCA, ConectiSys may not indemnify a director as described above:

        o       in connection with a proceeding by or in the right of
                ConectiSys, in which the director was adjudged liable to
                ConectiSys; or

        o       in connection with any other proceeding charging that the
                director derived an improper personal benefit, whether or
                not involving action in an official capacity, in which
                proceeding the director was adjudged liable on the basis
                that he derived an improper personal benefit.

        Under the CBCA, ConectiSys is required to indemnify any director
who is wholly successful on the merits or otherwise, in the defense of any
proceeding to which the director was a party because the person is or was a
director, against reasonable expenses incurred by him in connection with
the proceeding.

        Section 2115 of the California General Corporation Law, or the
California Corporations Code, provides that corporations such as ConectiSys
that are incorporated in jurisdictions other than California and that meet
various tests are subject to several provisions of the California
Corporations Code, to the exclusion of the law of the jurisdiction in which
the corporation is incorporated. We believe that as of September 30, 2002,
we met the tests contained in Section 2115. Consequently, we are subject
to, among other provisions of the California Corporations Code, Section 317
which governs indemnification of directors, officers and others. Section
317 generally eliminates the personal liability of a director for monetary

<page>II-2

damages in an action brought by or in the right of ConectiSys for breach of
a director's duties to ConectiSys or our shareholders except for liability:

        o       for acts or omissions that involve intentional misconduct
                or a knowing and culpable violation of law;

        o       for acts or omissions that a director believes to be
                contrary to the best interests of ConectiSys or our
                shareholders or that involve the absence of good faith on
                the part of the director;

        o       for any transaction for which a director derived an improper
                personal benefit;

        o       for acts or omissions that show a reckless disregard for
                the director's duty to ConectiSys or our shareholders in
                circumstances in which the director was aware, or should
                have been aware, in the ordinary course of performing a
                director's duties, of a risk of serious injury to
                ConectiSys or our shareholders;

        o       for acts or omissions that constitute an unexcused pattern
                of inattention that amounts to an abdication of the
                director's duty to ConectiSys or our shareholders; and

        o       for engaging in transactions described in the California
                Corporations Code or California case law which result in
                liability, or approving the same kinds of transactions.

         To the extent indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of ConectiSys under the above provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.

ITEM 7 .      Exemption from Registration Claimed.
              ------------------------------------

         Exemption from the registration provisions of the Securities Act of
1933 for the issuance of the shares being offered pursuant to the reoffer
prospectus contained in this registration statement is claimed under
Section 4(2) of the Securities Act of 1933, among others, on the basis that
such transaction did not involve any public offering and the purchaser was
sophisticated with access to the kind of information registration would
provide.

<page>II-3


ITEM 8.       Exhibits.
              ---------

         4.1      Consulting Agreement dated as of November 1, 2002 by and
                  between Conectisys Corporation and Clifford Mastricola

         5.1      Opinion of Rutan & Tucker, LLP

        23.1      Consent of Rutan & Tucker, LLP (included in Exhibit 5.1)

        23.2      Consent of Hurley & Company

        24.1      Power of Attorney (included on the signature page
                  of this registration statement)

ITEM 9.       Undertakings.
              -------------

         Conectisys Corporation hereby undertakes:

         (1)      To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(unless the information required by paragraphs (i) and (ii) below is
contained in periodic reports filed with or furnished by Conectisys
Corporation to the Securities and Exchange Commission pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this registration statement):

                  (i)    To include any prospectus required by section
          10(a)(3) of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
          which, individually or together, represent a fundamental change
          in the information in the registration statement; and
          notwithstanding the foregoing, any increase or decrease in volume
          of securities offered (if the total dollar value of securities
          offered would not exceed that which was registered) and any
          deviation from the low or high end of the estimated maximum
          offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in the volume and price represent no more than a 20%
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          registration statement; and

                 (iii)  To include any additional or changed material
          information on the plan of distribution.

         (2)      For determining under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial
bona fide offering.

         (3)      To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.

<page>II-4


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Valencia, State of California, on
March 7, 2003.

                                 Conectisys Corporation,
                                 a Colorado corporation


                                 By:  /S/ ROBERT A. SPIGNO
                                     --------------------------------------
                                     Robert A. Spigno, Chairman of the
                                     Board and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert A. Spigno his
attorney-in- fact and agent,  with the power of substitution and
resubstitution, for him and in his name, place or stead, in any and all
capacities, to sign any amendment to this Registration Statement on Form S-
8, and to file such amendments, together with exhibits and other documents
in connection therewith, with the Securities and Exchange Commission,
granting to the attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully as he might or could do in person, and
ratifying and confirming all that the attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, including
a majority of the board of directors, in the capacities and on the date
indicated.

        SIGNATURE                          TITLE                     DATE
        ---------                          -----                     ----

/S/ ROBERT A. SPIGNO               Chairman of the Board,     March 7, 2003
----------------------------       Chief Executive
Robert A. Spigno                   Officer (Principal
                                   Executive Officer),
                                   and Director

/S/ LAWRENCE MUIRHEAD              Chief Technology Officer   March 7, 2003
----------------------------       and Director
Lawrence Muirhead

/S/ PATRICIA A. SPIGNO             Chief Financial Officer    March 7, 2003
----------------------------       (Principal Financial and
Patricia A. Spigno                 Accounting Officer),
                                   Secretary & Treasurer

/S/ MELISSA McGOUGH                Corporate Administrator    March 7, 2003
----------------------------       and Director
Melissa McGough

<page>II-5


                                  EXHIBIT INDEX

    Exhibit No.       Description
    -----------       -----------

         4.1      Consulting Agreement dated as of November 1, 2002 by and
                  between Conectisys Corporation and Clifford Mastricola

         5.1      Opinion of Rutan & Tucker, LLP

        23.1      Consent of Rutan & Tucker, LLP (included in Exhibit 5.1)

        23.2      Consent of Hurley & Company

        24.1      Power of Attorney (included on the signature page hereof)
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 78240}]
{"company-data": {"conformed-name": "CONECTISYS CORP", "cik": "0000790273", "assigned-sic": "3663", "irs-number": "841017107", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103675", "film-number": "03596583"}, "business-address": {"street1": "24730 AVENUE TIBBITTS #130", "city": "VALENCIA", "state": "CA", "zip": "91355", "phone": "6612956763"}, "mail-address": {"street1": "24730 AVENUE TIBBITTS #130", "city": "VALENICA", "state": "CA", "zip": "91355"}, "former-company": [{"former-conformed-name": "COASTAL FINANCIAL CORP", "date-changed": "19940426"}, {"former-conformed-name": "BDR INDUSTRIES INC", "date-changed": "19941215"}]}
As filed with the
Securities and Exchange Commission On March 7, 2003
                                                Registration No.333-___________
================================================================================

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                            _________________________

                                     FORM S-8

                             REGISTRATION STATEMENT

                                    UNDER THE

                             SECURITIES ACT OF 1933

                             CONECTISYS CORPORATION
                    (Name of small business issuer in its charter)

           Colorado                    3663                  84-1017107
(State or other jurisdiction of (Primary Standard )          (I.R.S.
incorporation or organization)  Industrial Classification     Employer
                                     Code Number)             Identification)

             24730 Avenue Tibbitts, Suite 130, Valencia, California 91355
                                     (661) 295-6763
            (Address and telephone number of Registrant's principal executive
                         offices and principal place of business)
                            _________________________

                                 Robert A. Spigno
                              Chief Executive Officer
                               ConectiSys Corporation
                         24730 Avenue Tibbitts, Suite 130
                            Valencia, California 91355
                                 (661) 295-6763
                            _________________________

                                   Copies to:
                              Larry A. Cerutti, Esq.
                              John T. Bradley, Esq.
                               Rutan & Tucker, LLP
                          611 Anton Boulevard, 14th Floor
                           Costa Mesa, California  92626
                                 (714) 641-5100

                                          CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS                               PROPOSED           PROPOSED
OF SECURITIES TO       AMOUNT OF SECURITIES    MAXIMUM OFFERING   MAXIMUM AGGERGATE          AMOUNT OF
BE REGISTERED           TO BE REGISTERED          PRICE (1)       OFFERING PRICE (1)      REGISTRATION FEE
------------------     ---------------------   ----------------   -----------------       ----------------
Common stock,          4,000,000 shares          $0.0045            $18,000               $1.46
no par value

(1)  Computed pursuant to Rule 457(c) on the basis of the average of the
     high and low prices per share as reported for such securities on
     the NASD's OTC Bulletin Board on March 6, 2003.
i

                              EXPLANATORY NOTE

         This registration statement covers 4,000,000 shares of common stock,
no par value per share, of Conectisys Corporation, that were issued under a
Consulting Agreement dated as of November 1, 2002, between ConectiSys
Corporation and Clifford Mastricola.

         This registration statement contains two parts. Part I contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 in accordance
with Instruction C of the General Instructions to Form S-8. Subject to the
volume limitations of Rule 144(e) of the Securities Act of 1933, the reoffer
prospectus may be used for reoffers or resales on a continuous or delayed basis
in the future of the 4,000,000 shares of common stock issued under the
above-described Consulting Agreement. Part II contains information required in
this registration statement under Part II of Form S-8.

ii

PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act of 1933, we will provide to Mr. Clifford Mastricola the documents
containing the information specified in Part I, Items 1 and 2. We will
furnish without charge to any person, upon written or oral request of such
person, a copy of each document incorporated by reference in Item 3 of Part
II of this registration statement, which documents are incorporated by
reference in the Section 10(a) prospectus, and any other documents required
to be delivered to Mr. Mastricola under Rule 428(b) of the Securities Act
of 1933. Requests should be directed to Conectisys Corporation 24730 Avenue
Tibbitts, Suite 130, Valencia, California 91355 Attention: Corporate
Administrator. Our telephone number is (661) 295-6763. The reoffer
prospectus follows this paragraph.

iii

                                 PROSPECTUS

                            Conectisys Corporation

                       4,000,000 Shares of Common Stock

         The shares of Conectisys Corporation common stock being offered
under this prospectus are being offered by Clifford Mastricola for his own
account. Our common stock trades on the NASD's OTC Bulletin Board under the
symbol "CNES." On March 6, 2003, the high and low sale prices for a
share of our common stock were $.0045 and $.0045, respectively.

         The mailing address and the telephone number of our principal executive
offices are 24730 Avenue Tibbitts, Suite 130, Valencia, California 91355,
(661) 295-6763.

                              ---------------------

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                  PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 3.

                              ---------------------

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.

                              ---------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is March 7, 2003
1

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Risk Factors...............................................................  3
Special Note Regarding Forward-Looking Statements.......................... 12
Use of Proceeds............................................................ 12
Indemnification of Directors and Officers.................................. 12
Selling Security Holder.................................................... 14
Plan of Distribution....................................................... 15
Transfer Agent and Registrar............................................... 16
Legal Matters.............................................................. 16
Experts.................................................................... 17
Where You Can Find More Information........................................ 18
Incorporation of Documents by Reference.................................... 18
2

                                RISK FACTORS

        An investment in our common stock involves a high degree of risk.
In addition to the other information in this document, you should carefully
consider the following risk factors before deciding to invest in shares of
our common stock. If any of the following risks actually occurs, it is
likely that our business, financial condition and operating results would
be harmed. As a result, the trading price of our common stock could
decline, and you could lose part or all of your investment.

                         RISKS RELATED TO OUR BUSINESS

        WE HAVE NO HISTORY OF REVENUES, HAVE INCURRED SIGNIFICANT LOSSES,
        EXPECT CONTINUED LOSSES AND MAY NEVER ACHIEVE PROFITABLY. IF WE
        CONTINUE TO INCUR LOSSES, WE MAY HAVE TO CURTAIL OUR OPERATIONS,
        WHICH MAY PREVENT US FROM SUCCESSFULLY DEPLOYING OUR H-NET(TM)
        WIRELESS METER READING SYSTEM.

        We have no history of revenues, have not been profitable and expect
continued losses. Historically, we have relied upon cash from financing
activities to fund all of the cash requirements of our activities and have
incurred significant losses and experienced negative cash flow. As of
December 31, 2002, we had an accumulated deficit of approximately
$23,668,000. For our fiscal year ended September 30, 2002, we incurred a
net loss of approximately $2,347,000 and for our fiscal year ended
September 30, 2001, we incurred a net loss of approximately $2,154,000. We
cannot predict when we will become profitable or if we ever will become
profitable, and we may continue to incur losses for an indeterminate period
of time and may never achieve or sustain profitability. An extended period
of losses and negative cash flow may prevent us from successfully deploying
our H-Net(TM) wireless meter reading system, or our H-Net(TM) system, and
operating or expanding our business. As a result of our financial
condition, our independent auditors have issued an opinion questioning our
ability to continue as a going concern.

        Our significant losses have resulted principally from costs
incurred in connection with the development of our H-Net(TM) system and
from costs associated with our administrative activities. We expect our
operating expenses to dramatically increase as a result of our planned
deployment of our H-Net(TM) system.  Since we have not yet completed the
development of our H-Net(TM) system, have no operating history and no
sources of revenues, we cannot assure you that our business will ever
become profitable or that we will ever generate sufficient revenues to meet
our expenses and support our planned activities. Even if we are able to
achieve profitability, we may be unable to sustain or increase our
profitability on a quarterly or annual basis.
3

        OUR INDEPENDENT AUDITORS HAVE ISSUED A REPORT QUESTIONING OUR
        ABILITY TO CONTINUE AS A GOING CONCERN. THIS REPORT MAY IMPAIR OUR
        ABILITY TO RAISE ADDITIONAL FINANCING AND ADVERSELY AFFECT THE
        PRICE OF OUR COMMON STOCK.

        The report of our independent auditors contained in our financial
statements for the years ended September 30, 2002 and 2001 includes a
paragraph that explains that we have incurred substantial losses and have a
working capital deficit. This report raises substantial doubt about our
ability to continue as a going concern. Reports of independent auditors
questioning a company's ability to continue as a going concern are
generally viewed unfavorably by analysts and investors. This report may
make it difficult for us to raise additional debt or equity financing
necessary to continue the development and deployment of our H-Net(TM) system.
We urge potential investors to review this report before making a decision
to invest in ConectiSys.

        WITHOUT SUBSTANTIAL ADDITIONAL FINANCING, WE MAY BE UNABLE TO
        ACHIEVE THE OBJECTIVES OF OUR CURRENT BUSINESS STRATEGY, WHICH
        COULD FORCE US TO DELAY, CURTAIL OR ELIMINATE OUR PRODUCT AND
        SERVICE DEVELOPMENT PROGRAMS.

        We require additional financing to produce cost-reduced hardware
for our H- Net(TM) system capable of large-scale manufacturing; and obtain
and implement contracts and joint venture agreements with meter
manufacturers. If we are unable to obtain this financing, we could be
forced to delay, curtail or eliminate certain product and service
development programs or entirely abandon our planned deployment of our H-
Net(TM) system. In addition, our inability to obtain financing could have
such a material adverse effect on our business, prospects, results of
operations or financial condition, that we may be forced to restructure,
file for bankruptcy, sell assets or cease operations entirely, any of which
could jeopardize an investment in our common stock.

        WE NEED AND MAY BE UNABLE TO OBTAIN ADDITIONAL FINANCING ON
        SATISFACTORY TERMS, WHICH MAY REQUIRE US TO ACCEPT FINANCING ON
        BURDENSOME TERMS THAT MAY CAUSE SUBSTANTIAL DILUTION TO OUR
        SHAREHOLDERS AND IMPOSE ONEROUS FINANCIAL RESTRICTIONS ON OUR
        BUSINESS.

        We require additional financing. Deteriorating global economic
conditions may cause prolonged declines in investor confidence in and
accessibility to capital markets. Future financing may not be available on
a timely basis, in sufficient amounts or on terms acceptable to us. This
financing may also dilute existing shareholders' equity. Any debt financing
or other financing of securities senior to our common stock will likely
include financial and other covenants that will restrict our flexibility.
At a minimum, we expect these covenants to include restrictions on our
ability to pay dividends on our common stock. Any failure to comply with
these covenants would have a material adverse effect on our business,
prospects, financial condition and results of operations because we could
lose any then-existing sources of financing and our ability to secure new
sources of financing may be impaired.

        WE ARE SUBJECT TO AN INJUNCTION IMPOSED BY A FEDERAL COURT FOR
        VIOLATING THE FEDERAL SECURITIES LAWS, WHICH MAY MAKE IT MORE
        DIFFICULT TO RAISE FINANCING.

        In 1997, the Securities and Exchange Commission filed suit in the
United States District Court in the Central District of California against
ConectiSys and another individual seeking permanent injunctions and civil
penalties based on alleged violations of Sections 5(a), 5(c) and 17(a)(1)-
(3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange
Act of 1934 and Rule 10b-5 thereunder in connection with the sale of common
stock of ConectiSys in 1996. In March 1999, we agreed with the Securities
and Exchange Commission to the terms of a settlement of its litigation
against us. Under the terms of that settlement, we dismissed our then-
pending appeal of a judgment against us in favor of the Securities and
Exchange Commission and accepted a permanent injunction against us
prohibiting actions that would violate federal securities laws in
connection with the offer, purchase or sale of securities. The Securities
and Exchange Commission agreed to waive a requirement of the judgment under
appeal that we disgorge $175,000 of proceeds from the sale of our common
stock due to our inability to pay this amount. On March 9, 1999, an amended
final judgment of permanent injunction and other relief memorializing these
agreements was entered in connection with the execution by us of a consent
to entry of injunction. An injunction of this nature is viewed unfavorably
by analysts and investors and may make it more difficult for us to raise
additional debt or equity financing necessary to run our business.
4

        OUR DEFAULT ON THE REPAYMENT OF THE CONVERTIBLE DEBENTURES HELD BY
        CERTAIN SECURITY HOLDERS COULD HAVE A MATERIAL AND ADVERSE EFFECT
        ON OUR BUSINESS, PROSPECTS, RESULTS OF OPERATIONS OR FINANCIAL
        CONDITION.

        Unpaid principal and accrued and unpaid interest on our convertible
debentures becomes immediately due and payable one year from their date of
issuance, or earlier in the event of a default. The events of default under
the convertible debentures are similar to those customary for convertible
debt securities, including breaches of material terms, failure to pay
amounts owed, delisting of our common stock from the OTC Bulletin Board(R) or
failure to comply with the conditions of listing on the OTC Bulletin
Board(R). If we default on our obligations under the convertible debentures,
we may be required to immediately repay the outstanding principal amounts
of the debentures and any accrued and unpaid interest. The cash required to
repay such amounts would likely have to be taken from our working capital.
Since we rely on our working capital to sustain our day to day operations
and the development of our H-Net(TM) system, a default on the convertible
debentures could have a material and adverse effect on our business,
prospects, results of operations or financial condition.

        WE RELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF THEIR SERVICES
        COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

        Our success is highly dependent upon the continued services of key
members of our management, including our Chairman of the Board and Chief
Executive Officer, Robert A. Spigno, and our Chief Technology Officer,
Lawrence Muirhead. The loss of Messrs. Spigno or Muirhead or one or more
other key members of management could have a material adverse effect on us
because each of these individuals has experience and skills upon which we
draw heavily in our day-to-day operations, strategic planning or research
and development activities. The development and operation of our H-Net(TM)
system is largely dependent upon the skill and efforts of Mr. Muirhead.
Although we have entered into employment agreements with Messrs. Spigno and
Muirhead, we cannot assure the continued services of these key members of
our management team. We do not maintain key-man life insurance policies on
any member of management.

        WE HAVE A LIMITED OPERATING HISTORY OF SEVEN YEARS AND VERY LIMITED
        OPERATING EXPERIENCE; THEREFORE, REGARDLESS OF THE VIABILITY OR
        MARKET ACCEPTANCE OF OUR H-NET(TM) SYSTEM, WE MAY BE UNABLE TO
        ACHIEVE PROFITABILITY OR REALIZE OUR OTHER BUSINESS GOALS.

        Our H-Net(TM) system is the result of a new venture. We have been
engaged in research and development of automatic meter reading technologies
since 1995, and we have only recently completed limited pilot programs for
our first and only product, our H-Net(TM) automatic meter reading system.
We have generated no operating revenues from our H-Net(TM) system and have
not commenced any of the widespread marketing and other functions that we
anticipate will be required for successful deployment of our H-Net(TM)
system. Deployment of our H-Net(TM) system will involve large-scale cost-
reduction manufacturing runs for the production of the components employed
in our H- Net(TM) system.  Our success will depend in large part on our
ability to deal with the problems, expenses and delays frequently
associated with bringing a new product to market. Because we have little
experience in the deployment and operational aspects of automatic meter
reading technologies, we may be unable to successfully deploy and operate
our H-Net(TM) system even if our H-Net(TM) system proves to be a viable
automatic meter reading solution and achieves market acceptance.
Consequently, we may be unable to achieve profitability or realize our
other business goals.
5

        MANY COMPANIES WITH GREATER RESOURCES AND OPERATING EXPERIENCE ARE
        DEVELOPING TECHNOLOGY SIMILAR TO THAT EMPLOYED IN OUR H-NET(TM)
        SYSTEM. THESE COMPANIES COULD SUCCESSFULLY COMPETE WITH US AND
        NEGATIVELY AFFECT THE DEPLOYMENT OF OUR H-NET(TM) SYSTEM AND OUR
        OPPORTUNITY TO ACHIEVE PROFITABILITY.

        We anticipate significant competition with our H-Net(TM) system
from many companies. Our H-Net(TM) system is designed to compete with
companies such as those that offer meter reading services utilizing modem
and telephone line communications or drive-by data collection capabilities.
Our H-Net(TM) system may compete with numerous companies, including
Schlumberger Ltd., Itron, Inc., CellNet Data Systems, Hunt Technologies and
Metricom Corporation, each of which has significantly more resources and
operational and product development experience than we do.  Some of our
potential customers, namely, meter manufacturers and utility companies, may
decide to develop their own products or service offerings that directly
compete with our H- Net(TM) system. Although we believe that our H-Net(TM)
system will be competitive in the marketplace, we cannot assure you that
these or other companies with greater experience and greater resources than
ConectiSys will not negatively affect our business prospects and impair our
ability to achieve profitability.

        WE ARE TARGETING A NEW AND EVOLVING MARKET AND WE CANNOT BE CERTAIN
        THAT OUR BUSINESS STRATEGY WILL BE SUCCESSFUL.

        The automation of utility meter reading and data distribution is a
relatively new and rapidly changing market. We cannot accurately predict
the size of this market or its potential growth. Our system is one possible
solution for AMR and data distribution. It has not been adopted as an
industry standard and it may not be adopted on a broad scale. Competing
systems have been and likely will continue to be selected by utilities and
other potential clients. Participants in the utility industry have
historically been cautious and deliberate in making decisions concerning
the adoption of new technology. This process, which can take up to several
years to complete, may include the formation of evaluation committees, a
review of different technical options, technology trials, equipment testing
and certification, performance and cost justifications, regulatory review,
one or more requests for vendor quotes and proposals, budgetary approvals
and other steps. Only a limited number of utilities have made a commitment
to purchase our products to date. Consequently, if our H-Net(TM) system as
an AMR solution is unsuccessful and we are unable to enter into AMR or data
distribution contracts on terms favorable to us, our business, results of
operations and financial condition could be materially and adversely
affected.

        The new and evolving nature of the market that we intend to target
makes an accurate evaluation of our business prospects and the formulation
of a viable business strategy very difficult. Accordingly, our business
strategy may be faulty or even obsolete and as a result, we may not
properly plan for or address many obstacles to success, including the
following:

o       the timing and necessity of substantial expenditures for the
        development and deployment of our H-Net(TM) system;
o       the failure to strategically position ourselves in relation to
        joint venture or strategic partners, and potential and actual
        competitors;
o       the failure of our H-Net(TM) system to satisfy the needs of the
        market that we intend to target and the resulting lack of
        widespread or adequate acceptance of our H-Net(TM) system; and
o       the difficulties in managing rapid growth of operations and
        personnel.
6

        OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

        We have recently emerged from the development stage and although we
do not currently have revenue-generating operations, our strategy envisions
a period of rapid growth that may impose a significant burden on our
administrative and operational resources. Our ability to effectively manage
growth will require us to substantially expand the capabilities of our
administrative and operational resources and to attract, train, manage and
retain qualified engineers, technicians, salespersons and other personnel.
There can be no assurance that we will be able to do so. If we are unable
to successfully manage our growth, our business, prospects, results of
operations and financial condition could be materially and adversely
affected.

                    RISKS RELATED TO THIS OFFERING

        BECAUSE WE BELIEVE THAT PROPRIETARY RIGHTS ARE MATERIAL TO OUR
        SUCCESS, MISAPPROPRIATION OF THOSE RIGHTS OR CLAIMS OF INFRINGEMENT
        OR LEGAL ACTIONS RELATED TO INTELLECTUAL PROPERTY COULD ADVERSELY
        IMPACT OUR FINANCIAL CONDITION.

        We currently rely on a combination of contractual rights,
copyrights, trademarks and trade secrets to protect our proprietary rights.
However, although our H-Net(TM) system and its constituent components could
benefit from patent protection, we have chosen to retain the proprietary
rights associated with our H-Net(TM) system predominantly as trade secrets.
Although we currently rely to a great extent on trade secret protection for
much of our technology, we cannot assure you that our means of protecting
our proprietary rights will be adequate or that our competitors will not
independently develop comparable or superior technologies or obtain
unauthorized access to our proprietary technology.

        We own, license or have otherwise obtained the right to use certain
technologies incorporated in our H-Net(TM) system. We may receive
infringement claims from third parties relating to our products and
technologies. In those cases, we intend to investigate the validity of the
claims and, if we believe the claims have merit, to respond through
licensing or other appropriate actions. To the extent claims relate to
technology included in components purchased from third-party vendors for
incorporation into our products, we would forward those claims to the
appropriate vendor. If we or our component manufacturers are unable to
license or otherwise provide any necessary technology on a cost-effective
basis, we could be prohibited from marketing products containing that
technology, incur substantial costs in redesigning products incorporating
that technology, or incur substantial costs defending any legal action
taken against us.

        SHARES OF OUR COMMON STOCK ELIGIBLE OR TO BECOME ELIGIBLE FOR
        PUBLIC SALE COULD ADVERSELY AFFECT OUR STOCK PRICE AND MAKE IT
        DIFFICULT FOR US TO RAISE ADDITIONAL CAPITAL THROUGH SALES OF
        EQUITY SECURITIES.

        As of March 6, 2003, we had outstanding 149,912,312 shares of
common stock, of which all but approximately 66,200,000 shares were
unrestricted under the Securities Act of 1933. As of March 6, 2003, we
also had outstanding options, warrants, promissory notes, convertible
debentures and preferred stock that were exercisable for or convertible
into approximately 424,000,000 shares of common stock, approximately
387,000,000 of which are covered by registration rights. Sales of a
substantial number of shares of our common stock in the public market, or
the perception that sales could occur, could adversely affect the market
price of our common stock. Any adverse effect on the market price of our
common stock could make it difficult for us to raise additional capital
through sales of equity securities at a time and at a price that we deem
appropriate.
7

        CONVERSION OR EXERCISE OF OUR OUTSTANDING DERIVATIVE SECURITIES
        COULD SUBSTANTIALLY DILUTE YOUR INVESTMENT BECAUSE THE CONVERSION
        AND EXERCISE PRICES OF THOSE SECURITIES AND/OR THE NUMBER OF SHARES
        OF COMMON STOCK ISSUABLE UPON CONVERSION OR EXERCISE OF THOSE
        SECURITIES ARE SUBJECT TO ADJUSTMENT.

        We have issued various notes, debentures and warrants that are
convertible or exercisable at prices that are subject to adjustment due to
a variety of factors, including fluctuations in the market price of our
common stock and the issuance of securities at an exercise or conversion
price less than the then-current exercise or conversion price of those
notes, debentures or warrants. As of March 6, 2003, the closing price
of a share of our common stock on the OTC Bulletin Board(R) was $.0045. On
that date, our notes, debentures and warrants outstanding with adjustable
conversion and/or exercise prices were convertible or exercisable into
approximately 404,000,000 shares of our common stock. The number of shares
of common stock that these adjustable securities ultimately may be
converted into or exercised for could prove to be greater than this amount
if the market price of our common stock declines. You could, therefore,
experience substantial dilution of your investment as a result of the
conversion or exercise of our outstanding derivative securities.

        The applicable conversion price of our debentures issued to certain
security holders is variable and does not have a lower-limit, therefore the
dilutive effect to our existing security holders is theoretically
limitless. Conversely, because the variable conversion price of these
debentures has an upper limit, an increase in the trading price of a share
of our common stock will result in a limited benefit to existing security
holders with respect to the conversion of these debentures. The following
table sets forth the number of shares issuable upon conversion of the
principal portion of the debentures issued to certain security holders and
outstanding as of March 6, 2003, based upon the indicated hypothetical
trading prices:

                                            Approximate
                                             Number of        Percentage of
Hypothetical                                  Shares            Company's
Trading Price     Conversion Price (1)      Issuable (2)     Common Stock (3)
-------------    ---------------------     ------------     -----------------
$.008                  $.004                231,800,000           61%

$.006                  $.003                309,000,000           67%

$.004                  $.002                463,600,000           76%

$.002                  $.001                927,100,000           86%
_______________

        (1)     The conversion price of our debentures is the lower of 50%
                of the average of the three lowest intraday trading prices
                of a share of our common stock on the OTC Bulletin Board(R)
                during the twenty trading days immediately preceding the
                conversion date, and either (a) $.06 for the March, May and
                June 2002 convertible debentures, or (b) $.01 for the
                November 2002 and March 2003 convertible debentures and
                the additional convertible debentures to be issued in a
                subsequent investment tranche in connection with the
                November 2002 debenture offering. As of March 6, 2003,
                the applicable conversion price was $.00225.

        (2)     Our current authorized capital allows us to issue a maximum
                of 250,000,000 shares of common stock.
8

        (3)     Amounts are based on 149,912,312 shares of our common stock
                outstanding as of March 6, 2003 plus the corresponding
                number of shares issuable. Each of the holders of our
                convertible debentures may not convert our debentures into
                more than 4.9% of our then-outstanding common stock;
                however, the holders may waive the 4.9% limitation, thus
                allowing the conversion of their debentures into a number
                of shares of common stock in excess of 4.9% of our then-
                outstanding common stock.

        The holders of our convertible debentures may elect to receive
payment for accrued and unpaid interest on our convertible debentures in
shares of our common stock based on the conversion price and on the same
terms described above with respect to conversions of the principal portion
of these debentures. As a result of conversions of the principal or
interest portion of our convertible debentures and related sales of our
common stock by the holders of our convertible debentures, the market price
of our common stock could be depressed, thereby resulting in a significant
increase in the number of shares issuable upon conversion of the principal
and interest portions of these debentures. You could, therefore, experience
substantial dilution of your investment as a result of the conversion of
the principal or interest portions of our convertible debentures.

        IF OUR SECURITY HOLDERS ENGAGE IN SHORT SALES OF OUR COMMON STOCK,
        INCLUDING SALES OF SHARES TO BE ISSUED UPON CONVERSION OR EXERCISE
        OF DERIVATIVE SECURITIES, THE PRICE OF OUR COMMON STOCK MAY
        DECLINE.

        Selling short is a technique used by a shareholder to take
advantage of an anticipated decline in the price of a security. A
significant number of short sales or a large volume of other sales within a
relatively short period of time can create downward pressure on the market
price of a security. The decrease in market price would allow holders of
our derivative securities that have conversion or exercise prices based
upon a discount on the market price of our common stock to convert or
exercise their derivative securities into or for an increased number of
shares of our common stock. Further sales of common stock issued upon
conversion or exercise of our derivative securities could cause even
greater declines in the price of our common stock due to the number of
additional shares available in the market, which could encourage short
sales that could further undermine the value of our common stock. You
could, therefore, experience a decline in the value of your investment as a
result of short sales of our common stock.

        OUR CURRENT FINANCING ARRANGEMENTS COULD PREVENT OUR COMMON STOCK
        FROM BEING LISTED ON NASDAQ OR OTHER PRINCIPAL MARKETS.

        Nasdaq and other principal markets require that, to be eligible for
inclusion in the stock market, a company's common stock have a specified
minimum bid price per share. Convertible debenture financings, especially
those with variable conversion prices with low or no low-price limits,
characteristically exert downward pressure on the market for a company's
common stock. This pressure, if applied against the market for our common
stock, may prevent our common stock from being listed on Nasdaq or other
principal markets, but we do not currently satisfy various other listing
requirements and thus are not in a position to have our common stock listed
on any of those markets.

        OUR COMMON STOCK PRICE IS SUBJECT TO SIGNIFICANT VOLATILITY, WHICH
        COULD RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS AND IN LITIGATION
        AGAINST US.
9

        The stock market as a whole and individual stocks historically have
experienced extreme price and volume fluctuations, which often have been
unrelated to the performance of the related corporations. During the three
months ended December 31, 2002, the high and low closing bid prices of our
common stock were $.036 and $.007, respectively. The market price of our
common stock may exhibit significant fluctuations in the future response to
various factors, many of which are beyond our control and which include:

        o       variations in our quarterly operating results, which
                variations could result from, among other things, changes
                in the needs of one or more of our customers;
        o       changes in market valuations of similar companies and stock
                market price and volume fluctuations generally;
        o       economic conditions specific to the industries in which we
                operate;
        o       announcements by us or our competitors of new or enhanced
                products, technologies or services or significant
                contracts, acquisitions, strategic relationships, joint
                ventures or capital commitments;
        o       regulatory developments;
        o       additions or departures of key personnel; and
        o       future sales of our common stock or other debt or equity
                securities.

        If our operating results in future quarters fall below the
expectations of market makers, securities analysts and investors, the price
of our common stock likely will decline, perhaps substantially. In the
past, securities class action litigation often has been brought against a
company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources. Consequently, the price
at which you purchase shares of our common stock may not be indicative of
the price that will prevail in the trading market. You may be unable to
sell your shares of common stock at or above your purchase price, which may
result in substantial losses to you.

        BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF
        TRADING ACTIVITY IN OUR STOCK MAY BE REDUCED.

        Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks, like shares of our common stock,
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on
Nasdaq). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-
dealer and its salesperson in the transaction, and, if the broker-dealer is
the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market, and monthly account
statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities
to persons other than established customers and "accredited investors" must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement
to the transaction. Consequently, these requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for
a security subject to the penny stock rules, and investors in our common
stock may find it difficult to sell their shares.

        BECAUSE OUR STOCK IS NOT LISTED ON A NATIONAL SECURITIES EXCHANGE,
        YOU MAY FIND IT DIFFICULT TO DISPOSE OF OR OBTAIN QUOTATIONS FOR
        OUR COMMON STOCK.

        Our common stock trades under the symbol "CNES" on the OTC Bulletin
Board(R). Because our stock trades on the OTC Bulletin Board(R) rather than
on a national securities exchange, you may find it difficult to either
dispose of, or to obtain quotations as to the price of, our common stock.
10

        OUR PREFERRED STOCK MAY DELAY OR PREVENT A TAKEOVER OF CONECTISYS,
        POSSIBLY PREVENTING YOU FROM OBTAINING HIGHER STOCK PRICES FOR YOUR
        SHARES.

        Our board of directors has the authority to issue up to 50,000,000
shares of preferred stock and to fix the rights, preferences, privileges
and restrictions, including voting rights of those shares, without any
further vote or action by our shareholders. Of these shares, 1,000,000
shares have been designated as Class A Preferred Stock and 1,000,000 shares
have been designated as Class B Preferred Stock. The rights of the holders
of our common stock are subject to the rights of the holders of our
outstanding preferred stock and will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that we may
issue in the future. The issuance of preferred stock, while providing
desired flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of our outstanding voting stock, which
would delay, defer or prevent a change in control of ConectiSys.
Furthermore, preferred stock may have other rights, including economic
rights senior to the common stock, and, as a result, the issuance of
preferred stock could adversely affect the market value of our common
stock.

        CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS
        ALLOW CONCENTRATION OF VOTING POWER IN ONE INDIVIDUAL, WHICH MAY,
        AMONG OTHER THINGS, DELAY OR FRUSTRATE THE REMOVAL OF INCUMBENT
        DIRECTORS OR A TAKEOVER ATTEMPT, EVEN IF SUCH EVENTS MAY BE
        BENEFICIAL TO OUR SHAREHOLDERS.

        Provisions of our articles of incorporation and bylaws may delay or
frustrate the removal of incumbent directors and may prevent or delay a
merger, tender offer or proxy contest involving ConectiSys that is not
approved by our board of directors, even if those events may be beneficial
to the interests of our shareholders. For example, as of February 12, 2003,
Robert A. Spigno, our Chairman of the Board and Chief Executive Officer,
was the holder of 200,020 shares of our Class A Preferred Stock. As of that
date, Mr. Spigno also held an option, exercisable at $1.00 per share until
its expiration on December 1, 2003, to purchase up to 250,000 additional
shares of our Class A Preferred Stock. Under our articles of incorporation,
each share of Class A Preferred Stock is entitled to 100 votes per share on
all matters presented to our shareholders for action. Consequently, Mr.
Spigno may have sufficient voting power to control the outcome of all
corporate matters submitted to the vote of our common shareholders. Those
matters could include the election of directors, changes in the size and
composition of the board of directors, and mergers and other business
combinations involving ConectiSys. In addition, through his control of the
board of directors and voting power, Mr. Spigno may be able to control
certain decisions, including decisions regarding the qualification and
appointment of officers, dividend policy, access to capital (including
borrowing from third-party lenders and the issuance of additional equity
securities), and the acquisition or disposition of assets by ConectiSys.
Also, the concentration of voting power in the hands of Mr. Spigno could
have the effect of delaying or preventing a change in control of
ConectiSys, even if the change in control would benefit our shareholders,
and may adversely affect the market price of our common stock.
11

             SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This document contains forward-looking statements, including
among others:

        o       our product development activities;

        o       our business strategy for establishing a presence in the AMR
                market;

        o       anticipated trends in our financial condition and results of
                operations;

        o       the impact of the continuing threat of terrorism and the
                responses to such threat by military, government,
                business and the public; and

        o       our ability to distinguish ourselves from our current and
                future competitors.

        You can identify forward-looking statements generally by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"intends," "plans," "should," "could," "seeks," "pro forma," "anticipates,"
"estimates," "continues," or other variations thereof, including their use
in the negative, or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the
captions "Risk Factors," "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business,"
as well as captions elsewhere in this prospectus and in the documents
incorporated herein by reference. A number of factors could cause results
to differ materially from those anticipated by forward- looking statements,
including those discussed under "Risk Factors" and "Business."

        These forward-looking statements necessarily depend upon
assumptions and estimates that may prove to be incorrect. Although we
believe that the assumptions and estimates reflected in the forward-looking
statements are reasonable, we cannot guarantee that we will achieve our
plans, intentions or expectations. The forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause
actual results to differ in significant ways from any future results
expressed or implied by the forward-looking statements.

                             USE OF PROCEEDS

        We will not receive any of the proceeds from the sale of the shares
of common stock offered by the selling security holder.

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Colorado Business Corporation Act, or CBCA, requires that each
director discharge his duties to ConectiSys in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner that he reasonably believes to be in the
best interests of ConectiSys. Generally, a director will not be liable to
ConectiSys or its shareholders, for any action he takes or omits to take as
a director if, in connection with such action or omission, he performed the
duties of his position in compliance with the standards described above.

        Our Articles of Incorporation provide that ConectiSys may indemnify
any director or officer of ConectiSys to the full extent permitted by
Colorado law. Under the CBCA, except for the situation described below, a
corporation may indemnify a person made a party to a proceeding because the
12

person is or was a director against liability incurred in the proceeding
if:

        o       the person conducted himself in good faith;

        o       the person reasonably believed, in the case of conduct in an
                official capacity with ConectiSys that his conduct was in
                the best interests of ConectiSys and, in all other cases,
                that his conduct was at least not opposed to the best
                interests of ConectiSys; and

        o       in the case of any criminal proceeding, the person had no
                reasonable cause to believe his conduct was unlawful.

        Under the CBCA, ConectiSys may not indemnify a director as
described above:

        o       in connection with a proceeding by or in the right of
                ConectiSys, in which the director was adjudged liable to
                ConectiSys; or

        o       in connection with any other proceeding charging that the
                director derived an improper personal benefit, whether or
                not involving action in an official capacity, in which
                proceeding the director was adjudged liable on the basis
                that he derived an improper personal benefit.

        Under the CBCA, ConectiSys is required to indemnify any director
who is wholly successful on the merits or otherwise, in the defense of any
proceeding to which the director was a party because the person is or was a
director, against reasonable expenses incurred by him in connection with
the proceeding.

        Section 2115 of the California General Corporation Law, or the
California Corporations Code, provides that corporations such as ConectiSys
that are incorporated in jurisdictions other than California and that meet
various tests are subject to several provisions of the California
Corporations Code, to the exclusion of the law of the jurisdiction in which
the corporation is incorporated. We believe that as of September 30, 2002,
we met the tests contained in Section 2115. Consequently, we are subject
to, among other provisions of the California Corporations Code, Section 317
which governs indemnification of directors, officers and others. Section
317 generally eliminates the personal liability of a director for monetary
damages in an action brought by or in the right of ConectiSys for breach of
a director's duties to ConectiSys or our shareholders except for liability:

        o       for acts or omissions that involve intentional misconduct
                or a knowing and culpable violation of law;

        o       for acts or omissions that a director believes to be
                contrary to the best interests of ConectiSys or our
                shareholders or that involve the absence of good faith on
                the part of the director;

        o       for any transaction for which a director derived an improper
                personal benefit;

        o       for acts or omissions that show a reckless disregard for the
                director's duty to ConectiSys or our shareholders in
                circumstances in which the director was aware, or should
                have been aware, in the ordinary course of performing a
13

                director's duties, of a risk of serious injury to
                ConectiSys or our shareholders;

        o       for acts or omissions that constitute an unexcused pattern
                of inattention that amounts to an abdication of the
                director's duty to ConectiSys or our shareholders; and

        o       for engaging in transactions described in the California
                Corporations Code or California case law which result in
                liability, or approving the same kinds of transactions.

        To the extent indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of ConectiSys under the above provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.

                          SELLING SECURITY HOLDER

         The following table sets forth information as of March 6, 2003
with respect to the beneficial ownership of our common stock both before
and immediately following the offering by the selling security holder. The
following calculations of the percent of outstanding shares are based on
149,912,312 shares of our common stock outstanding as of the date of the
table. Beneficial ownership includes shares issuable upon exercise of
warrants and options that are exercisable within sixty days of the date of
the table. Beneficial ownership and, accordingly, percent of class
ownership, are calculated according to Securities and Exchange Commission
Rule 13d-3.

         The shares of common stock being offered under this prospectus may
be offered for sale from time to time during the period the registration
statement of which this prospectus is a part remains effective, by or for
the account of the selling security holder. All of the shares being offered
under this prospectus were issued in a private placement transaction under
the terms of a Consulting Agreement dated as of November 1, 2002 by and
between us and the selling security holder.

         We will not receive any of the proceeds from the sale of the
shares of common stock offered by the selling security holder.

                                                Shares of Class              Shares of
                                                Beneficially                 Class Being        Shares of Class
Name and Address of              Title of       Owned Prior                  offered Under      Beneficially Owned
of Beneficial Owner              Class          Prior to this Offering       this Prospectus    After this Offering(1)
__________________________      ________        _________________________    ________________   __________________________
Number           Percent                        Number         Percent
                                                ------           -------                        ------         -------
Clifford Mastricola
2190 Carmel Valley Rd
Del Mar, CA  92014   ...........Common          4,000,0000        2.67%         4,000,000         --              --
---------------
(1)      Assumes all shares of class being offered are sold.
14

                            PLAN OF DISTRIBUTION

         The selling security holder and any of his donees, pledgees, assignees
and other successors-in-interest may, from time to time, sell any or all of
his shares of our common stock being offered under this prospectus on any
stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales, which may include block transactions, may be
at fixed or negotiated prices. The selling security holder may use any one or
more of the following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resales by the
                  broker-dealer for its own account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        short sales, which are contracts for the sale of shares of
                  stock that the seller does not own, or certificates for which
                  are not within his control, so as to be available for delivery
                  at the time when, under applicable rules, delivery must be
                  made;

         o        transactions to cover short sales;

         o        broker-dealers may agree with the selling security holder to
                  sell a specified number of shares at a stipulated price per
                  share;

         o        a combination of any of these methods of sale; or

         o        any other method permitted by applicable law

         The sale price to the public may be:

         o        the market price prevailing at the time of sale;

         o        a price related to the prevailing market price;

         o        at negotiated prices; or

         o        such other price as the selling security holder determines
                  from time to time.

         The shares may also be sold under Rule 144 under the Securities
Act of 1933, as amended, if available, rather than under this prospectus.
The selling security holder shall have the sole and absolute discretion not
to accept any purchase offer or make any sale of shares if he deems the
purchase price to be unsatisfactory at any particular time.

         The selling security holder may also engage in short sales against the
box, which are sales where the seller owns enough shares to cover the borrowed
shares, if necessary, puts and calls and other transactions in securities
of ConectiSys or derivatives of Conectisys securities and may sell or
deliver shares in connection with these trades. The selling security holder
15

may pledge his shares to his brokers under the margin provisions of
customer agreements. If the selling security holder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.

         Broker-dealers engaged by the selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The selling security holder has not indicated to
us that he expects these commissions and discounts to exceed what is customary
in the types of transactions involved.

         The selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

         The selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
the selling security holder has not entered into any agreement with a
prospective underwriter, and there is no assurance as to whether any such
agreement will be entered into. If the selling security holder enters into such
an agreement or agreements, the relevant details will be set forth in a
supplement or revisions to this prospectus.

         The selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations under that act, including, without
limitation, Regulation M. These provisions may restrict certain activities
of, and limit the timing of purchases and sales of any of the shares by,
the selling security holder or any other such person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time
prior to the commencement of such distributions, subject to specified
exceptions or exemptions. All of these limitations may affect the
marketability of the shares.

         We have agreed to pay all fees and expenses incident to the
registration of the shares.

                       TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is Signature
Stock Transfer, Inc. Its telephone number is (972) 788-4193

                               LEGAL MATTERS

         The validity of the shares of common stock offered under this
prospectus will be passed upon by Rutan & Tucker, LLP, Costa Mesa,
California.
16

                                  EXPERTS

         The consolidated financial statements of ConectiSys Corporation
for the fiscal years ended September 30, 2002 and 2001 incorporated by
reference into this prospectus have been audited by Hurley & Company,
independent certified public accountants, to the extent and for the periods
set forth in that firm's report, are incorporated in this prospectus in
reliance upon the report given upon the authority of Hurley & Company as
experts in auditing and accounting.
17

                    WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules
and regulations promulgated under the Securities Act, with respect to the
common stock offered under this prospectus. This prospectus, which
constitutes a part of the registration statement, does not contain all of
the information contained in the registration statement and the exhibits
and schedules to the registration statement. While material elements of the
contracts and documents referenced in this prospectus are contained in this
prospectus, statements contained in this prospectus as to the contents of
any contract or other document referred to are not necessarily complete,
and in each instance reference is made to the full text of the contract or
other document, which is filed as an exhibit to the registration statement.

         For further information with respect to us and the common stock
offered under this prospectus, reference is made to the registration
statement and its exhibits and schedules. The registration statement,
including its exhibits and schedules, may be inspected without charge at
the Public Reference Room maintained by the Securities and Exchange
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of
such documents may be obtained from the Securities and Exchange Commission
upon the payment of the charges prescribed by the Securities and Exchange
Commission. The public may obtain information on the operation of the
Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330.

         The Securities and Exchange Commission maintains an Internet web
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Securities
and Exchange Commission. The Securities and Exchange Commission's web site
address is http://www.sec.gov. Our web site address is
http://www.conectisys.com.

         All trademarks or trade names referred to in this prospectus are the
property of their respective owners.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by
reference is considered to be a part of this prospectus. We incorporate by
reference the documents listed below and all documents we subsequently file
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to the termination of
the offering covered by this prospectus:

     o    Our annual report on Form 10-KSB for the fiscal year ended
          September 30, 2002 (File No. 33-3560D), filed with the Securities
          and Exchange Commission on January 21, 2003;

     o    Our quarterly report on Form 10-QSB for the quarter ended
          December 31, 2002, filed with the Commission on February 19,
          2003;

     o    The description of our securities contained in our amendment no.
          1 to registration statement on Form SB-2 (Registration No. 333-
          87062), together with any amendment or report filed for the
          purpose of amending or updating such description.
18

         Any statement in a document incorporated or deemed to be
incorporated by reference in this prospectus is deemed to be modified or
superseded to the extent that a statement contained in this prospectus, or
in any other document we subsequently file with the Securities and Exchange
Commission, modifies or supersedes that statement. If any statement is
modified or superseded, it does not constitute a part of this prospectus,
except as modified or superseded.

         We will provide to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in this prospectus but not
delivered with this prospectus. You may request a copy of these filings, at
no cost, by writing or telephoning us at the following address:

                             Conectisys Corporation
                        24730 Avenue Tibbitts, Suite 130
                          Valencia, California 91355
                      ATTENTION: CORPORATE ADMINISTRATOR
                          TELEPHONE: (661) 295-6763
19

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       Incorporation of Documents by Reference.
              ----------------------------------------

         We incorporate the following documents by reference in this
registration statement:

         (a)    Our annual report on Form 10-KSB for the fiscal year ended
September 30, 2002 (File No. 33-3560D)filed with the Securities and
Exchange Commission on January 21, 2003;

         (b)    Our quarterly report on Form 10-QSB for the quarter ended
December 31, 2002, filed with the Commission on February 19, 2003;

         (c)    The description of our securities contained in our amendment
no. 1 to registration statement on Form SB-2 (Registration No. 333-87062),
together with any amendment or report filed for the purpose of amending or
updating such description.

         All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and shall be a part
of this registration statement from the date of filing such documents.

         For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.       Description of Securities.
              --------------------------

         Not Applicable.

ITEM 5.       Interests of Named Experts and Counsel.
              ---------------------------------------

         Not Applicable.
II-1

ITEM 6.       Indemnification of Directors and Officers.
              ------------------------------------------

        The Colorado Business Corporation Act, or CBCA, requires that each
director discharge his duties to ConectiSys in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner that he reasonably believes to be in the
best interests of ConectiSys. Generally, a director will not be liable to
ConectiSys or its shareholders, for any action he takes or omits to take as
a director if, in connection with such action or omission, he performed the
duties of his position in compliance with the standards described above.

        Our Articles of Incorporation provide that ConectiSys may indemnify
any director or officer of ConectiSys to the full extent permitted by
Colorado law. Under the CBCA, except for the situation described below, a
corporation may indemnify a person made a party to a proceeding because the
person is or was a director against liability incurred in the proceeding
if:

        o       the person conducted himself in good faith;

        o       the person reasonably believed, in the case of conduct in an
                official capacity with ConectiSys that his conduct was in
                the best interests of ConectiSys and, in all other cases,
                that his conduct was at least not opposed to the best
                interests of ConectiSys; and

        o       in the case of any criminal proceeding, the person had no
                reasonable cause to believe his conduct was unlawful.

Under the CBCA, ConectiSys may not indemnify a director as described above:

        o       in connection with a proceeding by or in the right of
                ConectiSys, in which the director was adjudged liable to
                ConectiSys; or

        o       in connection with any other proceeding charging that the
                director derived an improper personal benefit, whether or
                not involving action in an official capacity, in which
                proceeding the director was adjudged liable on the basis
                that he derived an improper personal benefit.

        Under the CBCA, ConectiSys is required to indemnify any director
who is wholly successful on the merits or otherwise, in the defense of any
proceeding to which the director was a party because the person is or was a
director, against reasonable expenses incurred by him in connection with
the proceeding.

        Section 2115 of the California General Corporation Law, or the
California Corporations Code, provides that corporations such as ConectiSys
that are incorporated in jurisdictions other than California and that meet
various tests are subject to several provisions of the California
Corporations Code, to the exclusion of the law of the jurisdiction in which
the corporation is incorporated. We believe that as of September 30, 2002,
we met the tests contained in Section 2115. Consequently, we are subject
to, among other provisions of the California Corporations Code, Section 317
which governs indemnification of directors, officers and others. Section
317 generally eliminates the personal liability of a director for monetary
II-2

damages in an action brought by or in the right of ConectiSys for breach of
a director's duties to ConectiSys or our shareholders except for liability:

        o       for acts or omissions that involve intentional misconduct
                or a knowing and culpable violation of law;

        o       for acts or omissions that a director believes to be
                contrary to the best interests of ConectiSys or our
                shareholders or that involve the absence of good faith on
                the part of the director;

        o       for any transaction for which a director derived an improper
                personal benefit;

        o       for acts or omissions that show a reckless disregard for
                the director's duty to ConectiSys or our shareholders in
                circumstances in which the director was aware, or should
                have been aware, in the ordinary course of performing a
                director's duties, of a risk of serious injury to
                ConectiSys or our shareholders;

        o       for acts or omissions that constitute an unexcused pattern
                of inattention that amounts to an abdication of the
                director's duty to ConectiSys or our shareholders; and

        o       for engaging in transactions described in the California
                Corporations Code or California case law which result in
                liability, or approving the same kinds of transactions.

         To the extent indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of ConectiSys under the above provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.

ITEM 7 .      Exemption from Registration Claimed.
              ------------------------------------

         Exemption from the registration provisions of the Securities Act of
1933 for the issuance of the shares being offered pursuant to the reoffer
prospectus contained in this registration statement is claimed under
Section 4(2) of the Securities Act of 1933, among others, on the basis that
such transaction did not involve any public offering and the purchaser was
sophisticated with access to the kind of information registration would
provide.
II-3

ITEM 8.       Exhibits.
              ---------

         4.1      Consulting Agreement dated as of November 1, 2002 by and
                  between Conectisys Corporation and Clifford Mastricola

         5.1      Opinion of Rutan & Tucker, LLP

        23.1      Consent of Rutan & Tucker, LLP (included in Exhibit 5.1)

        23.2      Consent of Hurley & Company

        24.1      Power of Attorney (included on the signature page
                  of this registration statement)

ITEM 9.       Undertakings.
              -------------

         Conectisys Corporation hereby undertakes:

         (1)      To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(unless the information required by paragraphs (i) and (ii) below is
contained in periodic reports filed with or furnished by Conectisys
Corporation to the Securities and Exchange Commission pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this registration statement):

                  (i)    To include any prospectus required by section
          10(a)(3) of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
          which, individually or together, represent a fundamental change
          in the information in the registration statement; and
          notwithstanding the foregoing, any increase or decrease in volume
          of securities offered (if the total dollar value of securities
          offered would not exceed that which was registered) and any
          deviation from the low or high end of the estimated maximum
          offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in the volume and price represent no more than a 20%
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          registration statement; and

                 (iii)  To include any additional or changed material
          information on the plan of distribution.

         (2)      For determining under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial
bona fide offering.

         (3)      To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
II-4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Valencia, State of California, on
March 7, 2003.

                                 Conectisys Corporation,
                                 a Colorado corporation

                                 By:  /S/ ROBERT A. SPIGNO
                                     --------------------------------------
                                     Robert A. Spigno, Chairman of the
                                     Board and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert A. Spigno his
attorney-in- fact and agent,  with the power of substitution and
resubstitution, for him and in his name, place or stead, in any and all
capacities, to sign any amendment to this Registration Statement on Form S-
8, and to file such amendments, together with exhibits and other documents
in connection therewith, with the Securities and Exchange Commission,
granting to the attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully as he might or could do in person, and
ratifying and confirming all that the attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, including
a majority of the board of directors, in the capacities and on the date
indicated.

        SIGNATURE                          TITLE                     DATE
        ---------                          -----                     ----

/S/ ROBERT A. SPIGNO               Chairman of the Board,     March 7, 2003
----------------------------       Chief Executive
Robert A. Spigno                   Officer (Principal
                                   Executive Officer),
                                   and Director

/S/ LAWRENCE MUIRHEAD              Chief Technology Officer   March 7, 2003
----------------------------       and Director
Lawrence Muirhead

/S/ PATRICIA A. SPIGNO             Chief Financial Officer    March 7, 2003
----------------------------       (Principal Financial and
Patricia A. Spigno                 Accounting Officer),
                                   Secretary & Treasurer

/S/ MELISSA McGOUGH                Corporate Administrator    March 7, 2003
----------------------------       and Director
Melissa McGough
II-5

                                  EXHIBIT INDEX

    Exhibit No.       Description
    -----------       -----------

         4.1      Consulting Agreement dated as of November 1, 2002 by and
                  between Conectisys Corporation and Clifford Mastricola

         5.1      Opinion of Rutan & Tucker, LLP

        23.1      Consent of Rutan & Tucker, LLP (included in Exhibit 5.1)

        23.2      Consent of Hurley & Company

        24.1      Power of Attorney (included on the signature page hereof)