8-K 1 cnes8k.txt CURRENT REPORT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)April 9, 2008

                       Commission File Number 33-3560 D
                            ________________________

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

                       Colorado                       84-1017107
           (State or Other Jurisdiction of           (I.R.S. Employer
             Incorporation or Organization)           Identification No.)

          25115 Avenue Stanford, Suite 320, Valencia, California 91355
                  (Address of Principal Executive Offices)

                                 (661) 295-6763
               (Issuer's Telephone Number, Including Area Code)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

 O      Written communications pursuant to Rule 425 under the Securities Act (17
 CFR 230.425)

 O      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
 CFR 240.14a-12)

 O      Pre-commencement communications pursuant to Rule 14d-2(b) under the
 Exchange Act (17 CFR 240.14d-2(b))

 O      Pre-commencement communications pursuant to Rule 13e-4(c) under the
 Exchange Act (17 CFR 240.13e-4(c))


Item 1.01.      Entry Into a Material Definitive Agreement.

On April 9, 2008 and effective as of March 28, 2008, ConectiSys Corporation (the
"Company") and AJW Partners, LLC, AJW Master Fund, Ltd. and New Millennium
Capital Partners II, LLC, (the "Investors") entered into a Securities Purchase
Agreement dated as of March 28, 2008 that provides for the issuance by the
Company of Callable Secured Convertible Notes in the aggregate principal amount
of $115,000 and the issuance of Stock Purchase Warrants to purchase up to an
aggregate of 10,000,000 shares of common stock of the Company ("Common Stock")
in exchange for aggregate consideration of $115,000 in cash.

The Callable Secured Convertible Notes are due March 28, 2011, accrue interest
at the per annum rate of 8% and are convertible into shares of Common Stock at
the lesser of $.03 per share and 35% of the average of the lowest three intraday
trading prices of a share of Common Stock during the 20 trading days immediately
preceding conversion. The Stock Purchase Warrants are exercisable into shares of
Common Stock at a fixed exercise price of $.0001 per share.

In connection with the Securities Purchase Agreement, the Company also has
entered into a Registration Rights Agreement with the Investors. The
Registration Rights Agreement provides that the Investors may, subject to
certain customary limitations, demand that the Company, and that the Company
shall thereafter be obligated to, register for resale with the Securities and
Exchange Commission an amount of shares of Common Stock equal to 200% of the
number of shares of Common Stock underlying the Callable Secured Convertible
Notes and the Stock Purchase Warrants. In addition, the Registration Rights
Agreement provides that in the event that the Company undertakes to file with
the Securities and Exchange Commission a Registration Statement covering shares
of Common Stock to be sold by the Company or by one or more holders other than
the Investors, the Company shall provide the Investors with notice and the
opportunity to, subject to certain customary limitations, cause the Company to
include in such Registration Statement an amount of shares of Common Stock equal
to 200% of the number of shares of Common Stock underlying the Callable Secured
Convertible Notes and the Stock Purchase Warrants.

The obligations of the Company under the Securities Purchase Agreement, the
Callable Secured Convertible Notes, the Stock Purchase Warrants and the
Registration Rights Agreement are secured by substantially all of the assets of
the Company and its subsidiaries pursuant to a Security Agreement and an
Intellectual Property Security Agreement.

In connection with the Securities Purchase Agreement, the Company also has
entered into a Letter Agreement whereby the Company reduced the variable
conversion price on all of its outstanding convertible notes and debentures held
by the Investors from 40% to 35% of the average of the lowest three intraday
trading prices of a share of Common Stock during the 20 trading days immediately
preceding conversion.

The Company has previously entered into various Securities Purchase Agreements
and related instruments and agreements with the Investors concerning financing
transactions on terms substantially similar to those described above. As of
March 28, 2008, and not including amounts received by the Company in connection
with the transaction described above, the Investors have collectively lent to
the Company funds in the aggregate amount of approximately $7,170,000 and have
received Stock Purchase Warrants to purchase an aggregate of 61,370,000 shares
of Common Stock.

Item 3.02.      Unregistered Sales of Equity Securities.

The disclosures contained in Item 1.01 of this Report on Form 8-K are
incorporated herein by reference.

Exemption from the registration provisions of the Securities Act of 1933 for the
transactions described above is claimed under Section 4(2) of the Securities Act
of 1933, among others, on the basis that such transactions did not involve any
public offering and the purchasers were accredited investors and had access to
the kind of information registration would provide. Appropriate investment
representations were obtained.

Item 9.01.      Financial Statements and Exhibits.

        (a)     Financial Statements of Businesses Acquired.

                Not applicable.

        (b)     Pro Forma Financial Information.

                Not applicable.

        (c)     Exhibits.

        Number  Description
        ------  -----------
        10.1    Securities Purchase Agreement dated as of March 28, 2008 by and
                between the Registrant and the purchasers named therein

        10.2    Form of Callable Secured Convertible Note due March 28, 2011

        10.3    Form of Stock Purchase Warrant dated as of March 28, 2008

        10.4    Registration Rights Agreement dated as of March 28, 2008 by and
                between the Registrant and the investors named therein

        10.5    Security Agreement dated as of March 28, 2008 between the
                Registrant and the secured parties named therein

        10.6    Intellectual Property Security Agreement dated as of March 28,
                2008 between the Registrant and the secured parties named
                therein

        10.7    Letter Agreement dated March 28, 2008



                               SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  April 10, 2008            CONECTISYS CORPORATION

                                 By: /S/ ROBERT A. SPIGNO
                                 ------------------------
                                 Robert A. Spigno, Chief Executive Officer


                       EXHIBITS FILED WITH THIS REPORT

        Number  Description
        -----   -----------
        10.1    Securities Purchase Agreement dated as of March 28, 2008 by and
                between the Registrant and the purchasers named therein

        10.2    Form of Callable Secured Convertible Note due March 28, 2011

        10.3    Form of Stock Purchase Warrant dated as of March 28, 2008

        10.4    Registration Rights Agreement dated as of March 28, 2008 by and
                between the Registrant and the investors named therein

        10.5    Security Agreement dated as of March 28, 2008 between the
                Registrant and the secured parties named therein

        10.6    Intellectual Property Security Agreement dated as of March 28,
                2008 between the Registrant and the secured parties named
                therein

        10.7    Letter Agreement dated March 28, 2008