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 accounts of the selling security holders listed in the table below.
Name and Address of Title of Shares Beneficially Owned Shares Shares Beneficially
of Beneficial Owner (1)(2) Class Prior to the Offering Being Offered Owned After the Offering(3)
Number Number % of Class
__________________________ ________ _________________________ _____________ __________________________
Robert A. Spigno........... Common 345,550,660(4) -- 345,550,660 1.82%
Class A Preferred 450,020(5) -- 450,020 100.00%
Class B Preferred 500,000(6) -- 500,000 50.00%
Lawrence Muirhead......... Common 971,393 -- 971,393 *
Rodney W. Lighthipe....... Common 852,388 -- 852,393 *
Melissa McGough........... Common 354,138 -- 354,138 *
AJW Offshore, Ltd......... Common 2,577,759,960(7) 2,577,759,960(7) 958,969,302(7) 4.90%
AJW Qualified Partners, LLC. Common 1,140,975,720(7) 1,140,975,720(7) 958,969,302(7) 4.90%
AJW Partners, LLC......... Common 464,841,960(7) 464,841,960(7) 958,969,302(7) 4.90%
New Millennium Capital
Partners II, LLC....... Common 42,258,360(7) 42,258,360(7) 533,638,390(7) 2.79%
All directors and executive
officers as a group
(4 persons)............. Common 347,728,579(8) -- 347,728,579 1.83%
Class A Preferred 450,020(5) -- 450,020 100.00%
Class B Preferred 500,000(6) -- 500,000 50.00%
_______________
(1) The address of each director and executive officer named in this table is c/o ConectiSys Corporation, 24307 Magic Mountain Parkway, Suite 41, Valencia, California 91355. Mr. Spigno and Mr. Muirhead are directors and executive officers of ConectiSys. Ms. McGough is a director of ConectiSys. Mr. Lighthipe is Treasurer and Secretary of ConectiSys.
(2) The address of each of AJW Partners, LLC, New Millennium Capital Partners II, LLC and AJW Qualified Partners, LLC and AJW Offshore, Ltd. is 1044 Northern Boulevard, Suite 302, Roslyn, New York 11576. AJW Offshore, Ltd. was formerly known as AJW/New Millennium Offshore, Ltd. and AJW Qualified Partners, LLC was formerly known as Pegasus Capital Partners, LLC.
(3) Assumes all shares of class being offered are sold and is based on 14,385,996,783 shares outstanding plus the 4,225,836,000 shares offered and assumed sold under this prospectus.
(4) Includes (i) 4,992,556 shares held directly, (ii) 5,000,000 shares issuable upon conversion of Class B Preferred Stock, and
(iii) 335,558,104 shares issuable in connection with payment of annual bonuses for calendar years 2002 through 2005. Mr. Spigno holds an option to purchase up to 500,000 shares of Class B Preferred Stock.
(5) Includes (i) 215,865 shares held directly, and (ii) 234,155 shares underlying an option to purchase Class A Preferred Stock.
(6) Represents an option to purchase up to 500,000 shares of Class B Preferred Stock.
(7) The number of shares set forth in the table for the selling security holders represents an estimate of the number of shares of common stock to be offered by the selling security holders. The actual number of shares of common stock issuable upon conversion of the debentures and notes and exercise of the related warrants is indeterminate, is subject to adjustment and could be materially less or more than such estimated number depending on factors which cannot be predicted by us at this time including, among other factors, the future market price of the common stock. The actual number of shares of common stock
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