<pre>
As filed with the Securities and Exchange Commission On September 17, 2004
                                                 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,          30,000,000 shares          $0.0011            $33,000                $4.18
no par value
</table>
(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 September 15, 2004.

<page>i



                              EXPLANATORY NOTE

         This registration statement covers 30,000,000 shares of common stock,
no par value per share, of Conectisys Corporation, that were issued under a
Consulting Agreement dated as of March 1, 2004, 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 30,000,000 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.

<page>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.

<page>iii

                                  PROSPECTUS

                            Conectisys Corporation

                       30,000,000 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 September 15, 2004, the high and low sale prices for a
share of our common stock were $.0012 and $.0009, 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 September 17, 2004

<page>1

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Risk Factors...............................................................  3
Special Note Regarding Forward-Looking Statements.......................... 10
Use of Proceeds............................................................ 11
Indemnification of Directors and Officers.................................. 11
Selling Security Holder.................................................... 12
Plan of Distribution....................................................... 14
Transfer Agent and Registrar............................................... 15
Legal Matters.............................................................. 15
Experts.................................................................... 15
Where You Can Find More Information........................................ 15
Incorporation of Documents by Reference.................................... 16

<page>2


                        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 September
30, 2003, we had an accumulated deficit of approximately $2,962,000. For our
fiscal year ended September 30, 2003, we incurred a net loss of approximately
$2,387,000 and for our fiscal year ended September 30, 2002, we incurred a net
loss of approximately $2,347,000. 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 a report
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 only recently completed the development of our H-Net(TM)
system, have no operating history and no existing 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.

    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, 2003 and 2002 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 to complete the
development of our H-Net(TM) 5.0 wireless meter reading product.  We also
require additional funding to 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-

<page>3

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.

    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 from one to two years from their
date of issuance, depending on the debenture, 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

<page>4

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
skills 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 approximately eight 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.

    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.

<page>5

    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.

    Our failure to manage growth effectively could impair our business.

    We do not currently have revenue-generating operations but 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.

    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.

<page>6

    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.

                      Risks Related To This Offering

    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 September 15, 2004, we had outstanding 1,096,573,698 shares of common
stock, of which approximately 440,000,000 shares were unrestricted under the
Securities Act of 1933. As of that date, we also had outstanding options,
warrants, promissory notes, convertible debentures and preferred stock that
were exercisable for or convertible into approximately 11,900,000,000 shares of
common stock, approximately 11,800,000,000 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.

    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 September 15, 2004, the closing price of a share of our common stock on the
OTC Bulletin Board(R) was $.001. On that date, our notes, debentures and
warrants outstanding with adjustable conversion and/or exercise prices were
convertible or exercisable into approximately 11,800,000,000 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 and a convertible
promissory note 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. However, because the variable conversion
price of these debentures and convertible promissory note 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 and the convertible promissory note. The following table
sets forth the number of shares issuable upon conversion of the aggregate
principal portion of our convertible debentures issued to certain security

<page>7

holders and outstanding as of September 15, 2004, which amount was $2,126,757,
and is 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)
-------------    ---------------------     ---------------   -----------------
  $.0010                $.00040              5,317,000,000            83%
  $.0008                $.00032              6,646,000,000            86%
  $.0006                $.00024              8,861,000,000            89%
  $.0004                $.00016             13,292,000,000            92%
  _______________
    (1) The conversion price of our debentures and the convertible promissory
        note is the lower of 40% 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, (b) $.01 for the November 2002, March and May
        2003 convertible debentures, or (c) $.005 for the November and December
        2003 and the February, March, April and June 2004 convertible
        debentures. As of September 15, 2004, the applicable conversion price
        was approximately $.0002.

    (2) Our current authorized capital allows us to issue a maximum of
        7,500,000,000 shares of common stock.

    (3) Amounts are based on 1,096,573,698 shares of our common stock
        outstanding as of September 15, 2004 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 certain 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

<page>8

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.

    Our common stock price is subject to significant volatility, which could
    result in substantial losses for investors and in litigation against us.

    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 June 30, 2004, the high and low closing bid prices of our common
stock were $.0047 and $.0012, 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

<page>9

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.

    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.

          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; 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," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and "Description of Business," as well as captions
elsewhere in this document. A number of factors could cause results to differ

<page>10

materially from those anticipated by forward-looking statements, including
those discussed under "Risk Factors" and "Description of 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 under this prospectus by the selling security
holder. Rather, the selling security holder will receive those proceeds
directly.

                  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, 2003,
we met the tests contained in Section 2115. Consequently, we are subject
to, among other provisions of the California Corporations Code, Section 317

<page>11

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
                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 September 15, 2004
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
1,096,573,698 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 March 1, 2004 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.

<page>12

<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>
                                                Number           Percent                        Number         Percent
                                                ------           -------                        ------         -------
Clifford Mastricola
2190 Carmel Valley Rd
Del Mar, CA  92014   ...........Common         30,000,0000         2.7%       30,000,000          --             --
---------------
(1)      Assumes all shares of class being offered are sold.
</table>

<page>13

                            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
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

<page>14

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.

                                  EXPERTS

         The consolidated financial statements of ConectiSys Corporation
for the fiscal years ended September 30, 2003 and 2002 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.

                    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.

<page>15

         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, 2003 (File No. 33-3560D), filed with the Securities
          and Exchange Commission on February 12, 2004.

     o    Amendment No. 1 to our quarterly report on Form 10-QSB for the
          quarter ended December 31, 2003, filed with the Commission on
          May 27, 2004.

     o    Our quarterly report on Form 10-QSB for the quarter ended
          March 31, 2004, filed with the Commission on May 21, 2004.

     o    Our quarterly report on Form 10-QSB for the quarter ended
          June 30, 2004, filed with the Commission on August 20, 2004.

     o    Our Definitive Proxy Statement filed with the Commission on
          June 28, 2004, in connection with our Annual Meeting of
          Stockholders held on July 29, 2004.

     o    The description of our securities contained in our amendment no.
          1 to registration statement on Form SB-2 (Registration No. 333-
          116895), together with any amendment or report filed for the
          purpose of amending or updating such description.

         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.

<page>16

         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>17

                                   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, 2003 (File No. 33-3560D)filed with the Securities and
Exchange Commission on February 12, 2004.

         (b)    Amendment No. 1 to our quarterly report on Form 10-QSB for the
quarter ended December 31, 2003, filed with the Commission on May 27, 2004.

         (c)    Our quarterly report on Form 10-QSB for the quarter ended
March 31, 2004, filed with the Commission on May 21, 2004.

         (d)    Our quarterly report on Form 10-QSB for the quarter ended
June 30, 2004, filed with the Commission on August 20, 2004.

         (e)    Our Definitive Proxy Statement filed with the Commission on
June 28, 2004, in connection with our Annual Meeting of Stockholders held on
July 29, 2004.

         (f)    The description of our securities contained in our amendment
no. 1 to registration statement on Form SB-2 (Registration No. 333-116895),
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, 2003,
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 March 1, 2004 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
September 17, 2004.

                                 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,     September 17, 2004
----------------------------       Chief Executive
Robert A. Spigno                   Officer (Principal
                                   Executive Officer),
                                   and Director

/S/ LAWRENCE MUIRHEAD              Chief Technology Officer   September 17, 2004
----------------------------       and Director
Lawrence Muirhead

/S/ PATRICIA A. SPIGNO             Chief Financial Officer    September 17, 2004
----------------------------       (Principal Financial and
Patricia A. Spigno                 Accounting Officer),
                                   Secretary & Treasurer

/S/ MELISSA McGOUGH                Corporate Administrator    September 17, 2004
----------------------------       and Director
Melissa McGough

<page>II-5


                                  EXHIBIT INDEX

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

         4.1      Consulting Agreement dated as of March 1, 2004 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": "cness8sept.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 75606}]
{"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": "333-119087", "film-number": "041035477"}, "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": "BDR INDUSTRIES INC", "date-changed": "19941215"}, {"former-conformed-name": "COASTAL FINANCIAL CORP", "date-changed": "19940426"}]}
As filed with the Securities and Exchange Commission On September 17, 2004
                                                 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,          30,000,000 shares          $0.0011            $33,000                $4.18
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 September 15, 2004.
i

                              EXPLANATORY NOTE

         This registration statement covers 30,000,000 shares of common stock,
no par value per share, of Conectisys Corporation, that were issued under a
Consulting Agreement dated as of March 1, 2004, 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 30,000,000 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

                       30,000,000 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 September 15, 2004, the high and low sale prices for a
share of our common stock were $.0012 and $.0009, 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 September 17, 2004
1

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Risk Factors...............................................................  3
Special Note Regarding Forward-Looking Statements.......................... 10
Use of Proceeds............................................................ 11
Indemnification of Directors and Officers.................................. 11
Selling Security Holder.................................................... 12
Plan of Distribution....................................................... 14
Transfer Agent and Registrar............................................... 15
Legal Matters.............................................................. 15
Experts.................................................................... 15
Where You Can Find More Information........................................ 15
Incorporation of Documents by Reference.................................... 16
2

                        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 September
30, 2003, we had an accumulated deficit of approximately $2,962,000. For our
fiscal year ended September 30, 2003, we incurred a net loss of approximately
$2,387,000 and for our fiscal year ended September 30, 2002, we incurred a net
loss of approximately $2,347,000. 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 a report
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 only recently completed the development of our H-Net(TM)
system, have no operating history and no existing 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.

    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, 2003 and 2002 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 to complete the
development of our H-Net(TM) 5.0 wireless meter reading product.  We also
require additional funding to 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-
3

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.

    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 from one to two years from their
date of issuance, depending on the debenture, 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
4

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
skills 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 approximately eight 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.

    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.
5

    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.

    Our failure to manage growth effectively could impair our business.

    We do not currently have revenue-generating operations but 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.

    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.
6

    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.

                      Risks Related To This Offering

    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 September 15, 2004, we had outstanding 1,096,573,698 shares of common
stock, of which approximately 440,000,000 shares were unrestricted under the
Securities Act of 1933. As of that date, we also had outstanding options,
warrants, promissory notes, convertible debentures and preferred stock that
were exercisable for or convertible into approximately 11,900,000,000 shares of
common stock, approximately 11,800,000,000 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.

    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 September 15, 2004, the closing price of a share of our common stock on the
OTC Bulletin Board(R) was $.001. On that date, our notes, debentures and
warrants outstanding with adjustable conversion and/or exercise prices were
convertible or exercisable into approximately 11,800,000,000 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 and a convertible
promissory note 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. However, because the variable conversion
price of these debentures and convertible promissory note 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 and the convertible promissory note. The following table
sets forth the number of shares issuable upon conversion of the aggregate
principal portion of our convertible debentures issued to certain security
7

holders and outstanding as of September 15, 2004, which amount was $2,126,757,
and is 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)
-------------    ---------------------     ---------------   -----------------
  $.0010                $.00040              5,317,000,000            83%
  $.0008                $.00032              6,646,000,000            86%
  $.0006                $.00024              8,861,000,000            89%
  $.0004                $.00016             13,292,000,000            92%
  _______________
    (1) The conversion price of our debentures and the convertible promissory
        note is the lower of 40% 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, (b) $.01 for the November 2002, March and May
        2003 convertible debentures, or (c) $.005 for the November and December
        2003 and the February, March, April and June 2004 convertible
        debentures. As of September 15, 2004, the applicable conversion price
        was approximately $.0002.

    (2) Our current authorized capital allows us to issue a maximum of
        7,500,000,000 shares of common stock.

    (3) Amounts are based on 1,096,573,698 shares of our common stock
        outstanding as of September 15, 2004 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 certain 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
8

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.

    Our common stock price is subject to significant volatility, which could
    result in substantial losses for investors and in litigation against us.

    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 June 30, 2004, the high and low closing bid prices of our common
stock were $.0047 and $.0012, 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
9

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.

    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.

          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; 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," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and "Description of Business," as well as captions
elsewhere in this document. A number of factors could cause results to differ
10

materially from those anticipated by forward-looking statements, including
those discussed under "Risk Factors" and "Description of 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 under this prospectus by the selling security
holder. Rather, the selling security holder will receive those proceeds
directly.

                  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, 2003,
we met the tests contained in Section 2115. Consequently, we are subject
to, among other provisions of the California Corporations Code, Section 317
11

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
                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 September 15, 2004
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
1,096,573,698 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 March 1, 2004 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.
12

                                                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         30,000,0000         2.7%       30,000,000          --             --
---------------
(1)      Assumes all shares of class being offered are sold.
13

                            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
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
14

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.

                                  EXPERTS

         The consolidated financial statements of ConectiSys Corporation
for the fiscal years ended September 30, 2003 and 2002 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.

                    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.
15

         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, 2003 (File No. 33-3560D), filed with the Securities
          and Exchange Commission on February 12, 2004.

     o    Amendment No. 1 to our quarterly report on Form 10-QSB for the
          quarter ended December 31, 2003, filed with the Commission on
          May 27, 2004.

     o    Our quarterly report on Form 10-QSB for the quarter ended
          March 31, 2004, filed with the Commission on May 21, 2004.

     o    Our quarterly report on Form 10-QSB for the quarter ended
          June 30, 2004, filed with the Commission on August 20, 2004.

     o    Our Definitive Proxy Statement filed with the Commission on
          June 28, 2004, in connection with our Annual Meeting of
          Stockholders held on July 29, 2004.

     o    The description of our securities contained in our amendment no.
          1 to registration statement on Form SB-2 (Registration No. 333-
          116895), together with any amendment or report filed for the
          purpose of amending or updating such description.

         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.
16

         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
17

                                   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, 2003 (File No. 33-3560D)filed with the Securities and
Exchange Commission on February 12, 2004.

         (b)    Amendment No. 1 to our quarterly report on Form 10-QSB for the
quarter ended December 31, 2003, filed with the Commission on May 27, 2004.

         (c)    Our quarterly report on Form 10-QSB for the quarter ended
March 31, 2004, filed with the Commission on May 21, 2004.

         (d)    Our quarterly report on Form 10-QSB for the quarter ended
June 30, 2004, filed with the Commission on August 20, 2004.

         (e)    Our Definitive Proxy Statement filed with the Commission on
June 28, 2004, in connection with our Annual Meeting of Stockholders held on
July 29, 2004.

         (f)    The description of our securities contained in our amendment
no. 1 to registration statement on Form SB-2 (Registration No. 333-116895),
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, 2003,
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 March 1, 2004 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
September 17, 2004.

                                 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,     September 17, 2004
----------------------------       Chief Executive
Robert A. Spigno                   Officer (Principal
                                   Executive Officer),
                                   and Director

/S/ LAWRENCE MUIRHEAD              Chief Technology Officer   September 17, 2004
----------------------------       and Director
Lawrence Muirhead

/S/ PATRICIA A. SPIGNO             Chief Financial Officer    September 17, 2004
----------------------------       (Principal Financial and
Patricia A. Spigno                 Accounting Officer),
                                   Secretary & Treasurer

/S/ MELISSA McGOUGH                Corporate Administrator    September 17, 2004
----------------------------       and Director
Melissa McGough
II-5

                                  EXHIBIT INDEX

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

         4.1      Consulting Agreement dated as of March 1, 2004 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)