What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-04-15 compared with 2024-07-26 · 1144 added, 1206 removed, 205 unchanged (92% of the section changed)

1 unchanged sentence

Financial Statements for the Years Ended December 31, 2024, and 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID# 688 )

Report of Independent Registered Public Accounting Firm ( BDO USA, P.C.

New York, NY ;

PCAOB ID# 243

Report of Independent Registered Public Accounting Firm (Marcum

Saddle Brooke, NJ;

PCAOB ID# 688 )

Statements of Operations

4 unchanged sentences

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

and Board of Directors

Power Solutions, Inc.

Lee, New Jersey

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Pioneer Power Solutions, Inc.

and subsidiaries (the “Company”)

as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ equity and cash flows

for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years

in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

of Previously Issued Consolidated Financial Statements

discussed in Note 2 to the consolidated financial statements, the Company has restated its consolidated financial statements for the

year ended December 31, 2022 to correct misstatements.

have audited the accompanying consolidated balance sheet of Pioneer Power Solutions, Inc.

(the “Company”) as of December

31, 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then

ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results

of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United

States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit

We believe that our audit provides a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we

are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts

or disclosures to which it relates.

described in Note 2 and Note 3 to the consolidated financial statements, the Company’s principal products and services include

electric power systems and equipment, distributed energy resources, power generation equipment and mobile electric vehicle charging solutions.

The Company satisfies its performance obligations and, therefore, recognizes revenue, either over time or at a point in time, which is

when the customer has obtained control of the good or service.

identified the timing of revenue recognition related to the Company’s products and services as a critical audit matter.

the timing of those revenue transactions was especially challenging due to the significant audit effort involved in performing the procedures,

given the significance of revenue, and the volume and magnitude of sales transactions.

primary procedures we performed to address this critical audit matter included:

a sample of contracts and evaluating the key terms included in those contracts.

the timing when the Company satisfied its performance obligations for a sample of sales transactions

by agreeing invoices to shipping documents, service reports or confirming with customers,

where applicable.

BDO USA, P.C.

have served as the Company’s auditor since 2024.

York, New York

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Pioneer Power Solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheet of Pioneer Power Solutions, Inc.

(the “Company”) as of December 31, 2023, the related consolidated statements of operations,

changes in stockholders’ equity and cash flows for the year ended December 31, 2023 and the related notes ( collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and

its cash flows the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of consolidated the financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the

current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum LLP

We served as the Company’s auditor from 2022

to November 2024

Saddle Brook, NJ

July 26, 2024

July 26, 2024, except for Discontinued Operations in Note 11 and Business

Segment, Geographic and Customer Information in Note 13, as to which date is April 14, 2025

POWER SOLUTIONS, INC.

Statements of Operations

thousands, except per share data)

2022 (Restated)

thousands, except for share and per share amounts)

For the Years

Cost of goods sold

1 unchanged sentence

Selling, general and administrative

Research and development

Total operating expenses

Loss from operations

Interest income

Other (income) expense, net

and development

operating expenses

Operating loss from continuing operations

Interest income, net

Loss before income taxes

Income tax expense

Loss per share:

Net loss from continuing operations

from discontinued operations, net of income taxes

Net income (loss)

Basic (loss) earnings per share:

Loss from continuing operations

from discontinued operations

Basic earnings (loss) per share

Diluted (loss) earnings per share:

Loss from continuing operations

from discontinued operations

Diluted earnings (loss) per share

Weighted average common shares outstanding:

2 unchanged sentences

Balance Sheets

thousands, except share amounts)

2022 (Restated)

thousands, except for share amounts)

Current assets

Accounts receivable, net of allowance for credit losses of $ 97 and $ 788 as of December 31, 2023 and 2022, respectively

Prepaid expenses and other current assets

Accounts receivable, net

of allowance for credit losses of $ 13 and $ 0 as of December 31, 2024 and 2023, respectively

Prepaid expenses and other

current assets

assets held for sale

Total current assets

3 unchanged sentences

Deferred financing costs

LIABILITIES AND STOCKHOLDERS’ EQUITY

Noncurrent assets held

LIABILITIES AND STOCKHOLDERS’

Current liabilities

Accounts payable and accrued liabilities

Current portion of operating lease liabilities

Current portion of financing lease liabilities

Accounts payable and accrued

Current portion of operating

lease liabilities

Current portion of financing

lease liabilities

Deferred revenue

Consideration due to buyer

Income taxes payable

Dividend payable

liabilities held for sale

Total current liabilities

2 unchanged sentences

Other long-term liabilities

Total liabilities

Commitments and contingencies (Note 7)

Stockholders’ equity

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized;

Common stock, $ 0.001 par value, 30,000,000 shares authorized;

Preferred stock, $ 0.001

par value, 5,000,000 shares authorized;

Common stock, $ 0.001 par

value, 30,000,000 shares authorized;

11,120,266 and 9,930,022 shares issued and outstanding on December 31, 2024 and 2023, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ equity

Total liabilities and

stockholders’ equity

accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

Statements of Cash Flows

2022 (Restated)

For the Years

Operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of right-of-use financing leases

Amortization of right-of-use operating leases

Amortization of imputed interest

Change in receivable reserves

Adjustments to reconcile

net income (loss) to net cash used in operating activities:

Amortization of right-of-use

financing leases

Amortization of right-of-use

operating leases

Change in allowance for credit losses

Stock-based compensation

Changes in current operating assets and liabilities:

Gain on sale of PCEP business

Loss on disposal of fixed assets

Changes in current operating

assets and liabilities:

Accounts receivable

Prepaid expenses and other assets

Accounts payable and accrued liabilities

Prepaid expenses and other

Assets held for sale

Liabilities held for sale

Accounts payable, accrued

liabilities and other liabilities

Deferred revenue

Operating lease liabilities

Net cash used in operating activities

lease liabilities

cash used in operating activities

Investing activities

Purchases of property and equipment

Collection of notes receivable

Net cash (used in)/ provided by investing activities

Purchase of property and

from sale of PCEP business, net of transaction costs

cash provided by/(used in) investing activities

Financing activities

Net proceeds from the exercise of options for common stock

Net proceeds from issuance of common stock

Payment to affiliates

Payment of deferred financing costs

Principal repayments of financing leases

Net cash used in financing activities

Decrease in cash

Cash, beginning of period

Cash, end of period

Net proceeds from the exercise

of options for common stock

Net proceeds from issuance

of common stock

Payment of deferred financing

repayments of financing leases

cash provided by/ (used in) financing activities

Increase (decrease) in

beginning of year

Supplemental cash flow information:

Interest paid

Income taxes paid, net of refunds

Non-cash investing and financing activities:

Acquisition of right-of-use assets and lease liabilities

Surrender and retirement of common stock

Income taxes paid, net

Non-cash investing and financing

Surrender and retirement

of common stock

Acquisition of right-of-use

assets and lease liabilities

Property and equipment obtained in exchange for accounts payable

Cash dividend declared

accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

Statements of Changes in Stockholders’ Equity

in thousands, except share amounts)

compre-hensive

thousands, except for share amounts)

comprehensive

stockholders’

Balance - January 1, 2022

Balance - January 1, 2023 (As

Stock-based compensation

Surrender and retirement

of common stock

Exercise of stock options

Balance - December 31, 2022 (Restated)

Balance - January 1, 2023 (Restated)

Issuance of common stock,

net of transaction costs

Balance - December

Balance - January 1, 2024

Net (loss) income

Stock-based compensation

Exercise of stock options

Issuance of common stock, net of transaction costs

Surrender and retirement of common stock

Issuance of common stock,

net of transaction costs

Surrender and retirement

of common stock

dividend declared

Balance - December

1 unchanged sentence

POWER SOLUTIONS, INC.

to Consolidated Financial Statements

to the Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES

Power Solutions, Inc.

and its wholly owned subsidiaries (referred to herein as the “Company” or “Pioneer”) design,

manufacture, integrate, refurbish, service, distribute and sell electric power systems, distributed energy resources, power generation

equipment and mobile electric vehicle (“EV”) charging solutions.

The Company’s products and services are sold to a

broad range of customers in the utility, industrial and commercial markets.

The Company’s customers include, but are not limited

to, electric, gas and water utilities, data center developers and owners, EV charging infrastructure developers and owners, and distributed

energy developers.

The Company is headquartered in Fort Lee, New Jersey and operates from three ( 3 ) additional locations in the United

States for manufacturing, service and maintenance, engineering, sales and administration.

September 24, 2013, the Company completed an underwritten public offering of 1,265,000 shares of its common stock at a gross sales price

of $ 7.00 per share, resulting in net proceeds to the Company of approximately $ 7,900 , after deducting underwriting discounts and commissions

and other offering expenses.

In connection with the public offering, the Company’s common stock began trading on the Nasdaq Capital

Market under the symbol PPSI.

and its wholly owned subsidiary (referred to herein as the “Company” or “Pioneer”)

design, manufacture, service and integrate distributed energy resources, power generation equipment and mobile electric vehicle

(“EV”) charging solutions.

Our products and services are sold to a broad range of customers in the utility, industrial

and commercial markets.

Our customers include, but are not limited to, federal and state government entities, package delivery

business’, school bus fleet operations, EV charging infrastructure developers and owners, and distributed energy developers.

We are headquartered in Fort Lee, New Jersey and operate from two (2) additional locations in the United States for manufacturing,

service and maintenance, engineering, and sales and administration.

determining operating and reportable segments in accordance with Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), the Company concluded that it has two reportable

segments, which are also its operating segments:

Electrical Infrastructure Equipment (“Electrical Infrastructure”) and Critical

Power Solutions (“Critical Power”).

Financial information about the Company’s segments is presented in Note 13 - Business

Segment, Geographic and Customer Information.

Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), the Company concluded that it has one reportable

Critical Power Solutions (“Critical Power”).

Financial information about the Company’s segment is presented

in Note 13 - Business Segment, Geographic and Customer Information.

of Presentation

5 unchanged sentences

the financial position, results of operations and cash flows with respect to the consolidated financial statements have been included.

consolidated financial statements include the accounts of Pioneer and its wholly-owned subsidiaries.

consolidated financial statements include the accounts of Pioneer and its wholly owned subsidiary.

All significant intercompany accounts

and transactions have been eliminated in consolidation.

accompanying consolidated financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

As shown in the accompanying consolidated financial statements, as of the year ended

December 31, 2023, the Company had $ 3,582 of cash on hand and working capital of $ 9,421 .

The cash on hand was generated primarily from

the sale of common stock under the ATM Program (as defined below), payment of all unpaid principal and interest from the two subordinated

promissory notes the Company received in connection with the sale of the transformer business units in August 2019 (the “Equity

Transaction”) for an aggregate principal amount of $ 7,500 (the “Seller Notes”) during the year ended December 31, 2022,

and cash flows from operating activities.

On October 20, 2020, the Company entered into an At the Market Sale Agreement with H.C.

& Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell our shares of common stock from time to time

through Wainwright, acting as sales agent or principal (the “ATM Program”).

Since October 20, 2020, and through December

31, 2023, the Company sold an aggregate of 916,059 shares of common stock for aggregate gross proceeds of approximately $ 8,904 , before

any sales agent fees and expenses payable by the Company under the ATM Program.

During the year ended December 31, 2023, the Company

sold an aggregate of 27,559 shares of common stock for an aggregate consideration of approximately $ 184 , before any sales agent fees

and expenses payable by the Company under the ATM Program.

accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of

assets and the satisfaction of liabilities in the normal course of business.

As shown in the accompanying consolidated financial

statements, as of December 31, 2024, the Company had $ 41,622 of

cash on hand and working capital of $ 26,679 .

The cash on hand was generated primarily from the sale of the Company’s former wholly owned subsidiary, Pioneer Custom

Electrical Products Corp.

(“PCEP”) and the sale of common stock under the ATM Program (as defined below).

On October 29,

2024, the Company closed on the sale of PCEP for gross cash proceeds of $ 48,000 .

On October 20, 2020, we entered into an At the Market Sale Agreement with H.C.

Wainwright & Co., LLC (“Wainwright”),

pursuant to which we may offer and sell our shares of common stock from time to time through Wainwright, acting as sales agent or

principal (the “ATM Program”).

During the year ended December 31, 2024, the Company sold an aggregate of 919,557 shares

of common stock for an aggregate consideration of approximately $ 5,147 ,

before any sales agent fees and expenses payable by the Company under the ATM Program.

As of December 31, 2024, $ 69,853 of

common stock remained available for issuance under the ATM Program.

Company has historically met its cash needs through a combination of cash flows from operating activities and bank borrowings, the completion

of the Equity Transaction, proceeds from the sale of the CleanSpark common stock and warrants to purchase CleanSpark common stock, sale

of common stock under the ATM Program and collecting all unpaid principal and interest from the Seller Notes.

Historically, the Company’s

cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions.

The Company expects

to meet its cash needs with the working capital and cash flows from the Company’s operating activities.

The Company expects its

cash requirements to be generally for operating activities, product development and capital improvements.

The Company expects that its

current cash balance is sufficient to fund operations from the date our consolidated financial statements are issued.

December 13, 2021, the Company filed a prospectus supplement to a prospectus which forms a part of its registration statement on Form

S-3 (File No.

333-249569) (the “Prior Shelf Registration Statement”), that was declared effective by the SEC on October 27,

2020 (the “Prior ATM Prospectus”), in connection with the offer and sale of up to an aggregate offering amount of $ 8,600

of common stock that may be issued and sold under the ATM Program.

Prior to the expiration of the Prior Shelf Registration Statement

at the end of its three-year term, the Company sold an aggregate of 27,559 shares of common stock for an aggregate consideration of approximately

$ 184 , before any sales agent fees and expenses payable by us, under the Prior ATM Prospectus.

On August 30, 2023, the Company filed a

new registration statement on Form S-3 (File No.

333-274266) to replace the Prior Shelf Registration Statement, including a base prospectus

which covers the offering, issuance and sale of up to $ 150,000 of common stock, preferred stock, warrants and/or units;

and a sales agreement

prospectus covering the offering, issuance and sale of up to a maximum aggregate offering price of $ 75,000 of common stock that may be

issued and sold under the ATM Program (the “New ATM Prospectus”).

The new registration statement was declared effective by

the SEC on September 8, 2023.

As of December 31, 2023, $ 75,000 of common stock remained available for issuance under the New ATM Prospectus.

of the filing date of this Form 10-K, we became subject to the limitations of General Instruction I.B.6 of Form S-3, which limits

the amount of funds we can raise through primary public offerings of securities in any twelve-calendar month period using a

registration statement on Form S-3 to one-third of the aggregate market value of our common stock held by non-affiliates.

we will be limited in the amount of proceeds we are able to raise by selling our common stock using Form S-3, including under the

New ATM Prospectus, until such time as our public float held by non-affiliates exceeds $ 75,000 .

of the sale of the transformer business units in August 2019, the completion of the sale of the PCEP business unit in October 2024, and

the sale of common stock under the ATM program.

Historically, the Company’s cash requirements were generally for operating activities,

debt repayment, capital improvements and acquisitions.

The Company expects to meet its cash needs with the working capital and cash flows

from the Company’s operating activities.

The Company expects its cash requirements to be generally for operating activities, product

development and capital improvements.

The Company expects that its current cash balance is sufficient to fund operations for the next

twelve months from the date our consolidated financial statements are issued.

and Uncertainties

4 unchanged sentences

for an unknown period of time.

As a result of the current uncertainty in economic activity, the Company is unable to predict the potential

size and duration of the impact on its revenue and its results of operations, if any.

The extent of the potential impact of these macroeconomic

factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical

disruption and its impact on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time

and cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic factors and intends to take steps

deemed appropriate to limit the impact on its business.

During the year ended December 31, 2023, the Company was able to operate substantially

Additionally, recent changes to U.S.

policy implemented by the U.S.

Congress, the Trump administration

or any new administration have impacted and may in the future impact, among other things, the U.S.

and global economy, international

trade relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on its

revenue and its results of operations, if any.

The extent of the potential impact of these macroeconomic factors on the Company’s

operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact

on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the

impact on its business.

can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures

5 unchanged sentences

foot due to rounding.

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

In connection with the preparation of our consolidated

financial statements for the years ended December 31, 2023 and 2022, the Company identified errors related to revenue and cost recognition

in its previously issued (i) consolidated financial statements as of and for the year ended December 31, 2022 included in its Annual Report

on Form 10-K for the year ended December 31, 2022 (the “Annual Period”) and (ii) unaudited condensed consolidated financial

statements for the quarters ended March 31, 2022 through September 30, 2023 included in its Quarterly Reports on Form 10-Q for the periods

ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 (the “Interim Periods”,

which, together with the Annual Period, the “Affected Periods”).

During 2022 and 2023, the Company recognized revenues

associated with customer contracts with performance obligations satisfied over time (“Over Time Contracts”) using labor hours

as the measure of progress.

The Company’s underlying estimates of total labor hours required to complete Over Time Contracts were

materially different from the actual labor hours required, which was determined to represent an error since the information underlying

the estimate was known or knowable as of the balance sheet date and, as a result, the percentage of completion used to recognize revenue

in the Affected Periods is materially different from the percentage of completion using actual labor hours incurred.

As a result, the

Company has restated revenues during the Affected Periods to adjust the percentage of completion based upon the actual labor hours incurred

to complete each Over Time Contract (the “Revenues Adjustment”).

Additionally, the Company has determined that costs

from Over Time Contracts should be recognized as incurred and, as a result, the Company has recorded an adjustment to its consolidated

financial statements during the Affected Periods (together with the Revenues Adjustment, the “Restatement Adjustments”),

as the Company was previously incorrectly deferring costs incurred to a future period.

The Company evaluated the materiality of these misstatements

both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No.

99, Materiality , and

108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements , and determined the effect

of correcting these misstatements was material to the Affected Periods.

As a result of the material misstatements, the Company has restated

its consolidated financial statements for the Affected Periods in accordance with ASC 250, Accounting Changes and Error Corrections (the

“Restated Consolidated Financial Statements”).

A reconciliation from the amounts

previously reported for the Affected Periods to the restated amounts in the Restated Consolidated Financial Statements is provided

for the impacted financial statement line items below for:

(i) the consolidated balance sheet as of December 31, 2022; (ii) the

consolidated statement of operations for the year ended December 31, 2022; (iii) the consolidated statement of changes in

stockholders’ equity for the year ended December 31, 2022; and (iv) the consolidated statement of cash flows for the year

ended December 31, 2022.

The amounts labeled “Restatement Adjustments” represent the effects of the Restatement

SCHEDULE OF RESTATEMENT

The following table presents the effects of the Restatement

Adjustments on the Company’s consolidated balance sheet as of December 31, 2022:

December 31, 2022

As Previously

Current assets

Accounts receivable, net

Inventories, net

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Deferred revenue

Total current liabilities

Total liabilities

Stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

The following table presents the effects of the Restatement

Adjustments on the Company’s consolidated statement of operations for the year ended December 31, 2022:

For the Year Ended

December 31, 2022

As Previously

Cost of goods sold

Loss from operations

Loss before taxes

Loss per share - basic and diluted

The following table presents the effects of the Restatement

Adjustments on the Company’s consolidated statement of changes in stockholders’ equity for the year ended December 31, 2022:

As Previously

Balance - January 1, 2022

Balance - December 31, 2022

The following table presents the effects of the Restatement

Adjustments on the Company’s consolidated statement of cash flows for the year ended December 31, 2022:

December 31, 2022

As Previously

Cash flows from operating activities:

Changes in operating assets and liabilities:

Accounts receivable

Deferred revenue

Net cash used in operating activities

The remainder of the notes to the Company’s

consolidated financial statements have been updated and restated, as applicable, to reflect the impact of the Restatement Adjustments

described above.

See Note 4 - Restatement of Previously Issued Unaudited

Interim Condensed Consolidated Financial Statements for details of the effect of the Restatement Adjustments on the Interim Periods.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements

in accordance with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of

revenues and expenses during the reporting periods.

The consolidated financial statements include estimates based on currently available

information and management’s judgment as to the outcome of future conditions and circumstances.

Significant estimates in these consolidated

financial statements include, but are not limited to, measurement of revenue for contracts accounted for over time, accounts receivable

reserves, inventory valuation, useful lives and impairment of long-lived assets, stock-based compensation and the valuation allowance

related to the Company’s deferred tax assets.

Changes in the status of certain facts or circumstances could result in material changes

to the estimates used in the preparation of the consolidated financial statements and actual results could differ from the estimates and

preparation of consolidated financial statements in accordance with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the

consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

The consolidated

financial statements include estimates based on currently available information and management’s judgment as to the outcome of

future conditions and circumstances.

Significant estimates in these consolidated financial statements include, but are not limited

to, measurement of revenue for contracts accounted for over time, allowance for expected credit losses, inventory valuation, useful

lives and impairment of long-lived assets, equity-method investment, consideration to buyer, stock-based compensation and the

valuation allowance related to the Company’s deferred tax assets.

Changes in the status of certain facts or circumstances

could result in material changes to the estimates used in the preparation of the consolidated financial statements and actual

results could differ from the estimates and assumptions.

is recognized when (1) a contract with a customer exists, (2) performance obligations promised in a contract are identified based on

5 unchanged sentences

obtained control of the good or service.

Revenue from the sale of the Company’s electric power systems under its Electrical Infrastructure

segment is recognized either over time or at a point in time and substantially all of the Company’s revenue from the sale of power

generation equipment under its Critical Power segment is recognized at a point in time.

Certain sales of highly customized electrical

equipment under the Company’s Electrical Infrastructure segment are recognized over time when such equipment has no alternative

use and the Company has an enforceable right to payment for performance completed to date.

The Company’s measure of progress for

such contracts is evaluated under the input method based on direct labor hours incurred relative to the estimated total direct labor

hours required in order to complete the project.

Any anticipated losses on contracts are fully recognized in

the period in which the losses become evident.

Service revenues include maintenance contracts that are recognized over time based on

the contract term and repair services that are recognized as services are delivered.

Contract Estimates

Revenue from over time contracts is recognized proportionally

over the term of the contract using an input method based on the proportion of labor hours incurred as compared to the total estimated

labor hours for the fixed-fee contract performance obligations, which the Company considers the best available indicator of the pattern

and timing in which contract performance obligations are fulfilled and control transfers to the customer.

This percentage is multiplied

by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period.

There are situations where the number of hours to

complete projects may exceed the original estimate as a result of an increase in project scope or unforeseen events.

The related impact

on income is recognized using the cumulative catch-up method, which the Company recognizes in the current period.

Recognition of revenue on a contract requires estimates of the total labor

hours at completion and the measurement of progress towards completion.

Due to the long-term nature of many of the Company’s contracts,

developing the estimated total labor hours at completion often requires judgment.

Factors that must be considered in estimating the total

labor hours to be completed include the nature and complexity of the work to be performed and the risk and impact of delayed performance.

At the outset of each contract, the Company gauges its complexity and perceived

risks and establish an estimated total number of labor hours at completion in line with these expectations.

The Company follows a standard

contract review process in which the Company reviews the progress and performance on its ongoing contracts at least quarterly.

Company’s principal source of revenue is derived from sales of products and fees for services.

The Company measures revenue based

upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer

arrangement are satisfied.

Changes in deferred revenue are generally as a result of the Company’s normal operating cycle and the

effect of cumulative catch-up adjustments arising from a change in the measure of progress or a contract modification identified at each

reporting period.

performance obligation is a promise in a contract to transfer a distinct product or service to the customer.

The transaction price of

a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit

of the performance obligation.

Customers typically receive the benefit of the Company’s products when the risk of loss or control

for the product transfers to the customer and for services as they are performed.

Under ASC 606, revenue is recognized when a customer

obtains control of promised products or services in an amount that reflects the consideration the Company expects to receive in exchange

for those products or services.

To achieve this core principle, the Company applies the following five steps:

the contract with a customer

contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s

rights regarding the products or services to be transferred and identifies the payment terms related to these products or services, (ii)

the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products

or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including

the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining

to the customer.

the performance obligations in the contract

obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are

both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other

resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby

the transfer of the products or services is separately identifiable from other promises in the contract.

To the extent a contract includes

multiple promised products or services, the Company must apply judgment to determine whether promised products or services are capable

of being distinct and distinct in the context of the contract.

If these criteria are not met the promised products or services are accounted

for as a combined performance obligation.

the transaction price

transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products

or services to the customer.

The customer payments are generally due in 30 days.

the transaction price to performance obligations in the contract

the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation

based on a relative standalone selling price basis.

The Company determines standalone selling price based on the price at which the performance

obligation is sold separately.

If the standalone selling price is not observable through past transactions, the Company estimates the

standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines

related to the performance obligations.

revenue when or as the Company satisfies a performance obligation

Company satisfies performance obligations either over time or at a point in time.

Revenue is recognized at the time the related performance

obligation is satisfied by transferring a promised product or service to a customer.

Company satisfies its performance obligations and, therefore, recognizes revenue, either over time or at a point in time, which is when

the customer has obtained control of the good or service.

and handling costs incurred after control of a product has transferred to the customer are treated as fulfillment costs and, therefore,

are not accounted for as separate performance obligations.

Certain sales of highly customized electrical equipment under the Company’s Electrical Infrastructure segment (included in discontinued operations;

see Note 11 – Discontinued Operations for details) were recognized

over time when such equipment had no alternative use and the Company had an enforceable right to payment for performance completed to

The Company’s measure of progress for such contracts was evaluated under the input method based on direct labor hours incurred

relative to the estimated total direct labor hours required in order to complete the project.

Any anticipated losses on contracts were

fully recognized in the period in which the losses become evident.

Service revenues include maintenance contracts that are recognized

over time based on the contract term and repair services that are recognized as services are delivered.

Estimates (discontinued operations)

Revenue from over time contracts for the Company’s

Electrical Infrastructure segment (included in discontinued operations;

see Note 11 – Discontinued Operations for details) was recognized

proportionally over the term of the contract using an input method based on the proportion of labor hours incurred as compared to the

total estimated labor hours for the fixed-fee contract performance obligations, which the Company considered the best available indicator

of the pattern and timing in which contract performance obligations were fulfilled and control transferred to the customer.

This percentage

was multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period.

There were situations where the number of hours to

complete projects may have exceeded the original estimate as a result of an increase in project scope or unforeseen events.

impact on income was recognized using the cumulative catch-up method in an accounting period.

of revenue on a contract requires estimates of the total labor hours at completion and the measurement of progress towards completion.

Due to the long-term nature of many of the Company’s contracts, developing the estimated total labor hours at completion often

requires judgment.

Factors that must be considered in estimating the total labor hours to be completed include the nature and complexity

of the work to be performed and the risk and impact of delayed performance.

the outset of each contract, the Company gauges its complexity and perceived risks and establish an estimated total number of labor hours

at completion in line with these expectations.

The Company follows a standard contract review process in which the Company reviews the

progress and performance on its ongoing contracts at least quarterly.

of Goods Sold

of goods sold primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies

and tools, purchasing and receiving costs, inspection costs, internal transfer costs, warehousing costs and utilities related to production

facilities and, where appropriate, an allocation of overhead.

Cost of goods sold also includes indirect labor and infrastructure cost

related to the provision of field services.

of goods sold primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct

supplies and tools, depreciation and amortization, purchasing and receiving costs, inspection costs, internal transfer costs,

warehousing costs and utilities related to production facilities and, where appropriate, an allocation of overhead.

Cost of goods

sold also includes indirect labor and infrastructure cost related to the provision of field services.

Value of Financial Instruments

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of the assets or liabilities.

Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued liabilities.

values of these financial instruments approximate their respective fair values due to the relatively short period of time between their

origination and their expected realization or payment.

The Company’s financial instruments consist

primarily of cash, accounts receivable, accounts payable and accrued liabilities.

The carrying values of these financial instruments approximate their respective fair values due to the relatively short period

of time between their origination and their expected realization or payment.

Concentrations

The Company manages its accounts receivable credit

risk by performing credit evaluations and monitoring amounts due from the Company’s customers.

The Company had certain customers

whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually

represented 10% or more of the Company’s total accounts receivable, as follows:

At December 31, 2023, one customer represented approximately

of the Company’s accounts receivable.

At December 31, 2022, three customers represented approximately 52 %,

of the Company’s accounts receivable.

For the year ended December 31, 2023, two

customers represented approximately 42 %

of the Company’s revenue.

For the year ended December 31, 2022, two customers represented approximately 43 %

and 10 % of the Company’s revenue.

As of December 31, 2023, one of the Company’s

suppliers represented 18 % of the Company’s accounts payable.

As of December 31, 2022, three of the Company’s suppliers represented

38 % of the Company’s accounts payable.

Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue,

or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

of December 31, 2024, one customer represented approximately 72 % of the Company’s accounts receivable.

As of December 31, 2023,

two customers represented approximately 22 % and 12 % of the Company’s accounts receivable.

the year ended December 31, 2024, two customers represented approximately 22 % and 13 % of the Company’s revenue.

For the year ended

December 31, 2023, one customer represented approximately 14 % of the Company’s revenue.

of December 31, 2024, one of the Company’s suppliers represented approximately 25 % of the Company’s accounts payable.

of December 31, 2023, one of the Company’s suppliers represented approximately 14 % of the Company’s accounts payable.

Cash and Cash Equivalents

The Company considers all highly liquid investments

purchased with an original maturity of three months or less to be cash equivalents in the consolidated financial statements.

31, 2023 and 2022, the Company did not have any cash equivalents.

The Company has cash on deposits in several financial institutions which

may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

As of December 31, 2023 and 2022, the

Company had balances of $ 3,332 and $ 10,046 in excess of the FDIC insured limits, respectively.

The Company reduces exposure to credit

risk by maintaining cash deposits with major financial institutions.

The Company has not experienced losses in such accounts and periodically

evaluates the creditworthiness of its financial institutions.

While the Company does not anticipate any losses, liquidity issues, or capital

resource constraints arising from the bank failures during 2023, it cannot predict at this time to what extent it or its collaborators,

employees, suppliers, and/or vendors could be negatively impacted by such bank failures and other macroeconomic and geopolitical events.

The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions.

Accounts Receivable

On January 1, 2023, the Company adopted ASU 2016-13,

“Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” using a modified

retrospective approach.

The standard amends several aspects of the measurement of credit losses related to certain financial instruments,

including the replacement of the existing incurred credit loss model and other models with the current expected credit losses model.

cumulative effect of adoption did not result in an adjustment to the allowance for credit loss, and accordingly, the Company’s accumulated

deficit as of January 1, 2023.

The Company accounts for trade receivables at original invoice amount less

an estimate made for expected credit losses.

The Company’s allowance for expected credit losses on accounts receivable reflects

management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience,

as well as current conditions and forecasts that affect the collectability of the reported amount.

There was $ 97 and $ 788 of reserves

for expected credit losses as of December 31, 2023 and 2022, respectively.

Long-Lived Assets

Depreciation and amortization for property and equipment

is computed and included in cost of goods sold and in selling and administrative expense, as appropriate.

Long-lived assets, consisting

primarily of property and equipment, are stated at cost less accumulated depreciation.

Property and equipment are depreciated using the

straight-line method, based on the estimated useful lives of the assets (buildings - 25 years, machinery and equipment - 5 to 15 years,

computer hardware and software - 3 to 5 years, furniture & fixtures 5 to 7 years, leasehold improvements – term of lease).

commences in the year the assets are ready for their intended use.

The Company reviews all long-lived assets such as

property and equipment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

Recoverability of the assets that are held and used is measured by a comparison of the carrying amount of an asset to the estimated future

cash flows expected to be generated by the asset or asset group.

Impairment is measured by the amount by which the carrying value of the

asset(s) exceed the fair value.

There were no triggering events that would indicate impairment of long-lived assets at December 31, 2023

The Company leases offices, facilities and equipment

under operating and financing leases.

The Company determines whether an arrangement is, or contains, a lease at contract inception.

arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all of the economic benefits of

an identified asset.

Right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease

payments over the lease term.

Leases with an initial term of 12 months or less are not recognized on the balance sheet and are recorded

as short-term lease expense.

The discount rate used to calculate present value is the Company’s incremental borrowing rate based

on the lease term and the economic environment of the applicable country or region.

Certain leases contain renewal options or options

to terminate prior to lease expiration, which are included in the measurement of right-of-use assets and lease liabilities when it is

reasonably certain they will be exercised.

The Company has elected to account for lease and non-lease components as a single lease component

for its offices and manufacturing facilities.

Some lease arrangements include payments that are adjusted periodically based on actual

charges incurred for common area maintenance, utilities, taxes and insurance, or changes in an index or rate referenced in the lease.

The fixed portion of these payments is included in the measurement of right-of-use assets and lease liabilities at lease commencement,

while the variable portion is recorded as variable lease expense.

The Company’s leases typically do not contain material residual

value guarantees or restrictive covenants.

Deferred Financing Costs

Certain legal, accounting and other third-party fees

that are directly associated with equity financings are capitalized as deferred financing costs and included as a non-current asset on

the balance sheet until such financings are consummated.

After consummation of the equity financing, these costs will be recorded in the

stockholders’ equity section of the consolidated balance sheets as a reduction of additional paid-in capital generated as a result

of the offering, to the extent there are sufficient proceeds.

Should the equity financing no longer be considered probable of being consummated,

all deferred financing costs would be charged to operating expenses in the consolidated statements of operations.

The Company accounts for income taxes under the asset

and liability method, based on the income tax laws and rates in the countries in which operations are conducted and income is earned.

For the year ended December 31, 2023 and 2022, the Company operated solely in the United States.

This approach requires the recognition

of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts

and the tax basis of assets and liabilities.

Developing the provision for income taxes requires significant judgment and expertise in

federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities

and, if necessary, any valuation allowances that may be required for deferred tax assets.

The Company records a valuation allowance to

reduce its deferred tax assets to the amount that is more likely than not to be realized.

The Company believes that the deferred asset,

net recorded as of December 31, 2023 and 2022 is realizable through future reversals of existing taxable temporary differences.

Company was to subsequently determine that it would be able to realize deferred tax assets in the future in excess of its net recorded

amount, an adjustment to deferred tax assets would increase net income for the period in which such determination was made.

will continue to assess the adequacy of the valuation allowance on a quarterly basis.

The Company’s tax filings are subject to audit

by various taxing authorities.

The objective of accounting for income taxes is to

recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences

or events that have been recognized in the Company’s consolidated financial statements or tax returns.

The Company recognizes the

tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by

the taxing authorities, based on the technical merits of the position (see “Unrecognized Tax Benefits” below).

Income tax related interest and penalties are grouped

with interest expense on the consolidated statement of operations.

Unrecognized Tax Benefits

The Company accounts for unrecognized tax benefits

in accordance with FASB ASC “Income Taxes” (“ASC 740”).

ASC 740 prescribes a recognition threshold that a tax

position is required to meet before being recognized in the consolidated financial statements and provides guidance on de-recognition,

measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.

ASC 740 contains

a two-step approach to recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for recognition

by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon

ultimate settlement with a taxing authority, including resolution of related appeals or litigation processes, if any.

The second step

is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

Additionally, ASC 740 requires the Company to accrue

interest and related penalties, if applicable, on all tax positions for which reserves have been established consistent with jurisdictional

The Company’s policy is to recognize interest and penalties related to income tax matters as interest expense.

Share-Based Payments

The Company measures the cost of services received

in exchange for an award of equity instruments based on the fair value of the award.

The fair value of the award is measured on the grant

The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award,

usually the vesting period, using the straight-line attribution approach.

Upon the exercise of an award, the Company issues new shares

of common stock out of its authorized shares.

The Company computes the fair value of stock options

granted using the Black-Scholes option pricing model.

Award forfeitures are accounted for at the time of occurrence.

The expected term

used for options is the estimated period of time that options granted are expected to be outstanding.

The Company utilizes the “simplified”

method under ASC 718 to develop an estimate of the expected term of “plain vanilla” option grants.

The Company does not currently

have a sufficient trading history to fully support its historical volatility calculations.

Accordingly, the Company is utilizing an expected

volatility figure based on a review of the historical volatility on a blended basis of its own stock as well as of comparable entities

over a period of time equivalent to the expected life of the instrument being valued.

The risk-free interest rate was determined from

the implied yields from U.S.

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being

Inventory is stated at the lower of cost or net realizable

value using a weighted average cost method and includes the cost of materials, labor and manufacturing overhead.

The Company uses estimates

in determining the level of reserves required to state inventory at the lower of cost or net realizable value.

The Company estimates are

based on market activity levels, production requirements, the physical condition of products and technological innovation.

any of these factors may result in adjustments to the carrying value of inventory.

Income (Loss) Per Share

Basic income (loss) per share is computed by dividing

the income or loss for the period by the weighted average number of vested common shares outstanding during the period.

Diluted income

(loss) per share is computed by dividing the income or loss for the period by the weighted average number of vested common shares outstanding,

plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed

using the treasury stock or if converted method), if dilutive.

Research and Development

Research and development include expenses incurred

by the Company’s Critical Power segment related to developing the Company’s mobile e-Boost EV charging solutions.

and development expenses are charged to operations as incurred.

Recently Issued Accounting Pronouncements

There have been no recent accounting pronouncements

not yet adopted by the Company which would have a material impact on the Company’s consolidated financial statements.

Accounting Standards Update (“ASU”) 2023-03,

“Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing

Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718):

Amendments to SEC Paragraphs

Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”)

Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X:

Income or Loss Applicable

to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No.

SEC Staff Announcement

at the March 24, 2022 EITF Meeting;

and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation

Income or Loss Applicable to Common Stock.

These updates were immediately effective and did not have a significant impact on the

Company’s consolidated financial statements.

RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED INTERIM

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the effects of the Restatement

Adjustments described in Note 2 - Restatement of Previously Issued Consolidated Financial

Statements on the Company’s unaudited interim condensed consolidated financial statements for the periods indicated.

OF INTERIM RESTATEMENT ADJUSTMENTS

The following tables present the effects of the Restatement

Adjustments on the Company’s unaudited interim condensed consolidated balance sheets as of the dates indicated:

March 31, 2022

As Previously

Current assets

Inventories, net

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Deferred revenue

Total current liabilities

Total liabilities

Stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

June 30, 2022

As Previously

Current assets

Inventories, net

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Deferred revenue

Total current liabilities

Total liabilities

Stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

September 30, 2022

As Previously

Current assets

Inventories, net

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Deferred revenue

Total current liabilities

Total liabilities

Stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

March 31, 2023

As Previously

Current assets

Accounts receivable, net

Inventories, net

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Deferred revenue

Total current liabilities

Total liabilities

Stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

June 30, 2023

As Previously

Current assets

Accounts receivable, net

Inventories, net

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Deferred revenue

Total current liabilities

Total liabilities

Stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

September 30, 2023

As Previously

Current assets

Accounts receivable, net

Inventories, net

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Deferred revenue

Total current liabilities

Total liabilities

Stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

The following tables present the effects of the Restatement

Adjustments on the Company’s unaudited interim condensed consolidated statements of operations for the periods indicated:

For the Three Months Ended

March 31, 2022

As Previously

Cost of goods sold

Gross profit (loss)

Loss from operations

Loss before taxes

Loss per share - basic and diluted

For the Three Months Ended

For the Six Months Ended

June 30, 2022

As Previously

Cost of goods sold

Gross profit (loss)

Loss from operations

Loss before taxes

Net (loss) income

Earnings (loss) per share - basic and diluted

For the Three Months Ended

For the Nine Months Ended

September 30, 2022

As Previously

Cost of goods sold

Total operating expenses

(Loss) income from operations

(Loss) income before taxes

Net (loss) income

Earnings (loss) per share - basic:

Weighted average common shares outstanding - diluted

Earnings (loss) per share - diluted

For the Three Months Ended

March 31, 2023

As Previously

Cost of goods sold

Income from operations

Income before taxes

Earnings per share - basic and diluted

For the Three Months Ended

For the Six Months Ended

June 30, 2023

As Previously

Cost of goods sold

(Loss) income from operations

(Loss) income before taxes

Net (loss) income

Earnings (loss) per share - basic:

Weighted average common shares outstanding - diluted

Earnings (loss) per share - diluted

For the Three Months Ended

For the Nine Months Ended

September 30, 2023

As Previously

Cost of goods sold

Gross profit (loss)

Income (loss) from operations

Income (loss) before taxes

Net income (loss)

Earnings (loss) per share - basic and diluted

The following tables present the effects of the Restatement

Adjustments on the Company’s unaudited interim condensed consolidated statements of changes in stockholders’ equity for the

periods indicated:

As Previously

Balance - January 1, 2022

Balance - March 31, 2022

Balance - January 1, 2022

Balance - June 30, 2022

Balance - January 1, 2022

Balance - September 30, 2022

As Previously

Balance - January 1, 2023

Balance - March 31, 2023

Balance - January 1, 2023

Net (loss) income

Balance - June 30, 2023

Balance - January 1, 2023

Balance - September 30, 2023

The following tables present the effects of the Restatement

Adjustments on the Company’s unaudited interim condensed consolidated statements of cash flows for the periods indicated:

March 31, 2022

As Previously

Cash flows from operating activities:

Changes in operating assets and liabilities:

Deferred revenue

Net cash provided by operating activities

June 30, 2022

As Previously

Cash flows from operating activities:

Changes in operating assets and liabilities:

Deferred revenue

Net cash used in operating activities

September 30, 2022

As Previously

Cash flows from operating activities:

Changes in operating assets and liabilities:

Deferred revenue

Net cash used in operating activities

March 31, 2023

As Previously

Cash flows from operating activities:

Changes in operating assets and liabilities:

Accounts receivable

Deferred revenue

Net cash provided by operating activities

June 30, 2023

As Previously

Cash flows from operating activities:

Net (loss) income

Changes in operating assets and liabilities:

Accounts receivable

Deferred revenue

Net cash provided by operating activities

September 30, 2023

As Previously

Cash flows from operating activities:

Changes in operating assets and liabilities:

Accounts receivable

Deferred revenue

Net cash used in operating activities

Nature of the Company’s products and services

The Company’s principal products and services

include electric power systems and equipment, distributed energy resources, power generation equipment and mobile EV charging solutions.

The Company’s Electrical Infrastructure business

provides electric power systems and equipment and distributed energy resources that help customers effectively and efficiently protect,

control, transfer, monitor and manage their electric energy needs.

The Company’s Critical Power business provides

customers with power generation equipment and the Company’s suite of mobile e-Boost electric vehicle charging solutions.

Power generation systems represent considerable investments

that require proper maintenance and service in order to operate reliably during a time of emergency.

The Company’s power maintenance

programs provide preventative maintenance, repair and support service for the Company’s customers’ power generation systems.

The timing of revenue recognition, customer

billings and cash collections results in accounts receivable, contract assets and deferred revenue at the end of each reporting

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers

for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total estimated labor

hours for the fixed-fee contract performance obligations.

The Company bills customers as work progresses in accordance with

agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

The Company’s principal source of revenue is derived from sales of products and fees for services.

measures revenue based upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations

in the customer arrangement are satisfied.

Changes in deferred revenue are generally as a result of the Company’s normal operating

cycle and the effect of cumulative catch-up adjustments arising from a change in the measure of progress or a contract modification identified

at each reporting period.

A performance obligation

is a promise in a contract to transfer a distinct product or service to the customer.

The transaction price of a contract is allocated

to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.

Customers typically receive the benefit of the Company’s products when the risk of loss or control for the product transfers to

the customer and for services as they are performed.

Under ASC 606, revenue is recognized when a customer obtains control of promised

products or services in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

To achieve this core principle, the Company applies the following five steps:

1) Identify the contract with a customer

A contract with a customer exists when (i) the Company

enters into an enforceable contract with a customer that defines each party’s rights regarding the products or services to be transferred

and identifies the payment terms related to these products or services, (ii) the contract has commercial substance and, (iii) the Company

determines that collection of substantially all consideration for products or services that are transferred is probable based on the customer’s

intent and ability to pay the promised consideration.

The Company applies judgment in determining the customer’s ability and intention

to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer,

published credit and financial information pertaining to the customer.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are

identified based on the products or services that will be transferred to the customer that are both capable of being distinct, whereby

the customer can benefit from the product or service either on its own or together with other resources that are readily available from

third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is

separately identifiable from other promises in the contract.

To the extent a contract includes multiple promised products or services,

the Company must apply judgment to determine whether promised products or services are capable of being distinct and distinct in the context

of the contract.

If these criteria are not met the promised products or services are accounted for as a combined performance obligation.

3) Determine the transaction price

The transaction price is determined based on the consideration

to which the Company will be entitled in exchange for transferring products or services to the customer.

The customer payments are generally

due in 30 days.

4) Allocate the transaction price to performance

obligations in the contract

If the contract contains a single performance obligation,

the entire transaction price is allocated to the single performance obligation.

Contracts that contain multiple performance obligations

require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis.

Company determines standalone selling price based on the price at which the performance obligation is sold separately.

If the standalone

selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available

information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5) Recognize revenue when or as the Company satisfies

a performance obligation

The Company satisfies performance obligations either

over time or at a point in time.

Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised

product or service to a customer.

The Company satisfies its performance obligations

and, therefore, recognizes revenue, either over time or at a point in time, which is when the customer has obtained control of the good

Revenue from the sale of the Company’s electric power systems under its Electrical Infrastructure segment is recognized

either over time ($ 23,758 and $ 8,049 (as restated) of revenue in 2023 and 2022, respectively) or at a point in time ($ 6,619 and $ 8,221

of revenue in 2023 and 2022, respectively) and substantially all of the Company’s revenue from the sale of power generation equipment

under its Critical Power segment is recognized at a point in time.

Certain sales of highly customized electrical equipment under the Company’s

Electrical Infrastructure segment are recognized over time when such equipment has no alternative use and the Company has an enforceable

right to payment for performance completed to date.

The Company’s measure of progress for such contracts is evaluated under the

input method based on direct labor hours incurred relative to the estimated total direct labor hours required in order to complete the

When adjustments in estimated total labor hours at completion are determined, the related impact on income is recognized using

the cumulative catch-up method, which the Company recognizes in the current period.

During the year ended December 31, 2023, the

Company recognized $ 24,101

of equipment revenue over time.

During the year ended December 31, 2022, the Company recognized approximately $ 8,049

of equipment revenue over time.

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in

the consolidated financial statements.

As of December 31, 2024, and 2023, the Company did not have any cash equivalents.

has cash on deposits in several financial institutions which may be in excess of Federal Deposit Insurance Corporation (“FDIC”)

insurance limits.

As of December 31, 2024, and 2023, the Company had balances of $ 41,372 and $ 3,332 in excess of the FDIC insured limits,

respectively.

The Company reduces exposure to credit risk by maintaining cash deposits with major financial institutions.

has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

reduces its credit risk by placing its cash and cash equivalents with major financial institutions.

January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses

on Financial Instruments,” using a modified retrospective approach.

The standard amends several aspects of the measurement of credit

losses related to certain financial instruments, including the replacement of the existing incurred credit loss model and other models

with the current expected credit losses model.

The cumulative effect of adoption did not result in an adjustment to the allowance for

credit loss, and accordingly, the Company’s accumulated deficit as of January 1, 2023.

Company accounts for trade receivables at original invoice amount less an estimate made for expected credit losses.

The Company’s

allowance for expected credit losses on accounts receivable reflects management’s estimate of credit losses over the remaining

expected life of such assets, measured primarily using historical experience, as well as current conditions and forecasts that affect

the collectability of the reported amount.

There was $ 13 of reserves for expected credit losses as of December 31, 2024, and the Company

did no t have any reserves for expected credit losses as of December 31, 2023.

and amortization for property and equipment is computed and included in cost of goods sold and in selling and administrative expense,

as appropriate.

Long-lived assets, consisting primarily of property and equipment, are stated at cost less accumulated depreciation.

Property and equipment are depreciated using the straight-line method, based on the estimated useful lives of the assets (buildings -

25 years, machinery and equipment - 5 to 15 years, computer hardware and software - 3 to 5 years, furniture & fixtures - 5 to 7 years,

leasehold improvements – term of lease ).

Depreciation commences in the year the assets are ready for their intended use.

Company reviews all long-lived assets such as property and equipment whenever events or changes in circumstances indicate that the carrying

value of the asset may not be recoverable.

Recoverability of the assets that are held and used is measured by a comparison of the carrying

amount of an asset to the estimated future cash flows expected to be generated by the asset or asset group.

Impairment is measured by

the amount by which the carrying value of the asset(s) exceed the fair value.

There were no triggering events that would indicate impairment

of long-lived assets as of December 31, 2024 and 2023.

for Sale and Discontinued Operations

Company classifies assets and liabilities to be sold (disposal group) as held for sale in the period when all of the applicable criteria

are met, including:

(i) management commits to a plan to sell, (ii) the disposal group is available to sell in its present condition,

(iii) there is an active program to locate a buyer, (iv) the disposal group is being actively marketed at a reasonable price in relation

to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the disposal group is generally probable

of being completed within one year.

Management performs an assessment at least quarterly or when events or changes in business circumstances

indicate that a change in classification may be necessary.

and liabilities held for sale are presented separately within the consolidated balance sheets with any adjustments necessary to measure

the disposal group at the lower of its carrying value or fair value less costs to sell.

Depreciation of property and equipment and amortization

of right-of-use assets are not recorded while these assets are classified as held for sale.

For each period the disposal group remains

classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value.

Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that will

have a major effect on its operations and financial results.

The results of discontinued operations are reported as income or loss from

discontinued operations, net of tax in the consolidated statements of comprehensive income for the current and prior periods commencing

in the period in which the held for sale criteria are met.

Income or loss from discontinued operations, net of tax includes direct costs

attributable to the divested business and excludes any cost allocations associated with any shared or corporate functions unless otherwise

dedicated to the divested business.

Income or loss from discontinued operations, net of tax will include any gain or loss recognized

upon disposition or from adjustment of the carrying amount to fair value less costs to sell while classified as held for sale.

between the businesses held for sale and businesses held for use that are expected to continue after the disposal are not eliminated

in order to appropriately reflect the continuing operations as well as the activity to be disposed of.

Equity-Method

Company accounts for investments in LLCs in which the Company has more than virtually no influence, but does not control, under the

equity method of accounting.

Under the equity method of accounting, the Company’s initial investment is recorded at fair value

in accordance with ASC 810-10-40-5 as its equity method investment arose from a deconsolidation event.

See Note 11- Discontinued

Operations and Note 12 – Equity Method Investment.

carrying amount is adjusted for the Company’s share of the earnings or losses, and dividends received from the investee.

Company’s share of losses in an investee equals or exceeds the carrying value of the investment plus any advances, no further losses

are recognized unless the Company has guaranteed obligations of the investee or is otherwise committed to provide further financial support

for the investee.

The Company periodically assesses if impairment indicators exist at equity

method investments.

When an impairment indicator is observed, any excess of the carrying amount over its estimated fair value is recognized

as impairment expense when the loss in value is deemed other-than-temporary and included in income or loss from equity method investments

in the consolidated statements of operations.

In relation to the Company’s investment in the Investment, the Company

elected to recognize its proportional share of the income or loss from the equity method investment on a financial reporting lag of one

fiscal quarter due to the timing and availability of financial information.

There were no earnings recognized from the Investment during

the year ended December 31, 2024.

Company leases offices, facilities and equipment under operating and financing leases.

The Company determines whether an arrangement

is, or contains, a lease at contract inception.

An arrangement contains a lease if the Company has the right to direct the use of and

obtain substantially all of the economic benefits of an identified asset.

Right-of-use assets and lease liabilities are recognized at

lease commencement based on the present value of lease payments over the lease term.

Leases with an initial term of 12 months or less

are not recognized on the balance sheet and are recorded as short-term lease expense.

The discount rate used to calculate present value

is the Company’s incremental borrowing rate based on the lease term and the economic environment of the applicable country or region.

leases contain renewal options or options to terminate prior to lease expiration, which are included in the measurement of right-of-use

assets and lease liabilities when it is reasonably certain they will be exercised.

The Company has elected to account for lease and non-lease

components as a single lease component for its offices and manufacturing facilities.

Some lease arrangements include payments that are

adjusted periodically based on actual charges incurred for common area maintenance, utilities, taxes and insurance, or changes in an

index or rate referenced in the lease.

The fixed portion of these payments is included in the measurement of right-of-use assets and

lease liabilities at lease commencement, while the variable portion is recorded as variable lease expense.

The Company’s leases

typically do not contain material residual value guarantees or restrictive covenants.

Company leases electric generators and mobile electric vehicle charging equipment to certain of its customers.

The Company accounts for

such rentals as operating leases.

The lease terms are included in the Company’s contracts and the determination of whether the

Company’s contracts contain leases generally does not require significant assumptions or judgments.

Leasing revenues do not include

material amounts of variable payments.

The Company does not generally provide an option for the lessee to purchase the rented equipment

at the end of the lease.

Leasing revenues are recognized on a straight-line basis over the duration of the contractual agreement.

do not provide residual value guarantees on rented equipment.

Financing Costs

legal, accounting and other third-party fees that are directly associated with equity financings are capitalized as deferred financing

costs and included as a non-current asset on the balance sheet until such financings are consummated.

After consummation of the equity

financing, these costs will be recorded in the stockholders’ equity section of the consolidated balance sheets as a reduction of

additional paid-in capital generated as a result of the offering, to the extent there are sufficient proceeds.

Should the equity financing

no longer be considered probable of being consummated, all deferred financing costs would be charged to operating expenses in the consolidated

statements of operations.

Company accounts for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in which

operations are conducted and income is earned.

For the year ended December 31, 2024 and 2023, the Company operated primarily in the United

This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary

differences between the carrying amounts and the tax basis of assets and liabilities.

Developing the provision for income taxes requires

significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination

of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets.

Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.

Company believes that the deferred asset, net recorded as of December 31, 2024, and 2023 is realizable through future reversals of existing

taxable temporary differences and future taxable income.

If the Company was to subsequently determine that it would be able to realize

deferred tax assets in the future in excess of its net recorded amount, an adjustment to deferred tax assets would increase net income

for the period in which such determination was made.

The Company will continue to assess the adequacy of the valuation allowance on a

quarterly basis.

The Company’s tax filings are subject to audit by various taxing authorities.

objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred

tax liabilities and assets for the future tax consequences or events that have been recognized in the Company’s consolidated financial

statements or tax returns.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that

the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position (see “Unrecognized

Tax Benefits” below).

tax related interest and penalties are grouped with interest expense on the consolidated statement of operations.

Company accounts for unrecognized tax benefits in accordance with FASB ASC “Income Taxes” (“ASC 740”).

prescribes a recognition threshold that a tax position is required to meet before being recognized in the consolidated financial statements

and provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure

and transition issues.

ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions.

The first step is to

evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not

that the position will be sustained upon ultimate settlement with a taxing authority, including resolution of related appeals or litigation

processes, if any.

The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized

upon ultimate settlement.

Additionally,

ASC 740 requires the Company to accrue interest and related penalties, if applicable, on all tax positions for which reserves have been

established consistent with jurisdictional tax laws.

The Company’s policy is to recognize interest and penalties related to income

tax matters as interest expense.

Advertising and Promotional Costs

We expense advertising and promotional costs as incurred.

Total advertising and promotional expenses were $ 311 and

$ 414 for the years ended December 31, 2024 and 2023, respectively.

Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

fair value of the award is measured on the grant date.

The fair value amount is then recognized over the period during which services

are required to be provided in exchange for the award, usually the vesting period, using the straight-line attribution approach.

the exercise of an award, the Company issues new shares of common stock out of its authorized shares.

Company computes the fair value of stock options granted using the Black-Scholes option pricing model.

Award forfeitures are accounted

for at the time of occurrence.

The expected term used for options is the estimated period of time that options granted are expected to

be outstanding.

The Company utilizes the “simplified” method under ASC 718 to develop an estimate of the expected term of

“plain vanilla” option grants.

The Company does not currently have a sufficient trading history to fully support its historical

volatility calculations.

Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility

on a blended basis of its own stock as well as of comparable entities over a period of time equivalent to the expected life of the instrument

being valued.

The risk-free interest rate was determined from the implied yields from U.S.

Treasury zero-coupon bonds with a remaining

term consistent with the expected term of the instrument being valued.

is stated at the lower of cost or net realizable value using a weighted average cost method and includes the cost of materials, labor

and manufacturing overhead.

The Company uses estimates in determining the level of reserves required to state inventory at the lower

of cost or net realizable value.

The Company estimates are based on market activity levels, production requirements, the physical condition

of products and technological innovation.

Changes in any of these factors may result in adjustments to the carrying value of inventory.

(Loss) Per Share

income (loss) per share is computed by dividing the income or loss for the period by the weighted average number of vested common shares

outstanding during the period.

Diluted income (loss) per share is computed by dividing the income or loss for the period by the weighted

average number of vested common shares outstanding, plus the number of additional common shares that would have been outstanding if the

common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

and Development

and development include expenses incurred by the Company’s Critical Power segment related to developing the Company’s mobile

e-Boost electric vehicle charging solutions.

Research and development expenses are charged to operations as incurred.

During the years ended December 31, 2024 and 2023, the Company incurred $ 1,050 and $ 885 , respectively, of research

and development expenses.

Issued Accounting Pronouncements

November 2023, the FASB issued an accounting standards update ASU 2023-07 “Segment Reporting:

Improvements to Reportable Segment

Disclosures” related to improvements to reportable segment disclosures.

The amendments in this update require additional disclosure

of significant expenses related to our reportable segments, additional segment disclosures on an interim basis, and qualitative disclosures

regarding the decision making process for segment resources.

The amendments in this update are effective for fiscal years beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

These updates resulted in expanded disclosures.

See Note 13 – Business Segment, Geographic and Customer Information

for additional information.

December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” related

to improvements to income tax disclosures.

The amendments in this update require enhanced jurisdictional and other disaggregated disclosures

for the effective tax rate reconciliation and income taxes paid.

The amendments in this update are effective for fiscal years beginning

after December 15, 2024.

These updates will not have a significant impact on the Company’s consolidated financial statements.

November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses”, which requires public business

entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual

reporting periods.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim

reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently assessing the impact that

adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

of the Company’s products and services

Company’s principal products and services include electric power systems and equipment, distributed energy resources, power generation

equipment and mobile electric vehicle charging solutions.

The Company’s principal products and services are primarily sold in the United States.

See Note 13 –

Business Segment, Geographic and Customer Information, for additional information.

Company’s Electrical Infrastructure business (included in discontinued operations;

see Note 11 – Discontinued Operations

for details) provided electric power systems and equipment and distributed energy resources that helped customers effectively and efficiently

protect, control, transfer, monitor and manage their electric energy needs.

Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost

electric vehicle charging solutions.

generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during

a time of emergency.

The Company’s power maintenance programs provide preventative maintenance, repair and support service for

the Company’s customers’ power generation systems.

timing of revenue recognition, customer billings and cash collections results in accounts receivable, contract assets and deferred revenue

at the end of each reporting period.

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts

billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total

estimated labor hours for the fixed-fee contract performance obligations.

The Company bills customers as work progresses in accordance

with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

Revenue Recognition

the years ended December 31, 2024, and 2023, the Company recognized $ 558

of equipment revenue over time, respectively, from its Critical

Power segment.

Additionally, the Company recognized $ 11,704

of revenue at a point in time from the sale of its products during the year ended December 31, 2023 and 2022, respectively.

Service revenues include maintenance contracts that

are recognized over time based on the contract term and repair services which are recognized as services are delivered.

of revenue at a point in time from the sale of its products,

which is typically recognized upon delivery, from its Critical Power segment during the years ended December 31, 2024, and 2023, respectively.

revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are

recognized as services are delivered.

The Company recognized $ 8,690

$ 7,778 and $ 7,389 of service revenue during the year ended December 31, 2023 and 2022, respectively.

The Company bills customers as work

progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones

or upon deliveries.

Progress payments are paid by the customer over the duration of the contract.

Amounts billed and due from customers,

as well as the value of unbilled account receivables, are generally classified within current assets in the consolidated balance sheets.

The customer payments are generally due in 30 days.

Under certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing

the related contract work.

In those instances, the Company recognizes a liability for advance billings in excess of revenue recognized,

which is referred to as deferred revenue.

Payments received from customers in advance of revenue recognition are not considered a significant

financing component because they are utilized to pay for contract costs within a one-year period or are requested by the Company to ensure

the customers meet their payment obligations.

The change in deferred revenue as of December

31, 2023 was driven primarily by ordinary course contract activity and as a result of cumulative catch-up adjustments related to

changes in measure of progress for over-time contracts.

As of January 1, 2022, the Company had a deferred revenue balance of $ 2,423 .

For the years ended December 31, 2023 and 2022, the Company recognized revenue of $ 9,046

(as restated) respectively, related to amounts that were included in deferred revenue as of December 31, 2022 and 2021,

respectively, resulting primarily from the progress made on the various active contracts during the respective reporting

Unbilled receivables include amounts for work performed for which the Company has an unconditional right to receive

payment and that are not subject to the completion of any other specific task, other than the billing itself.

The Company manages its accounts receivable credit

risk by performing credit evaluations and monitoring amounts due from the Company’s customers.

The Company had certain customers

whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually

represented 10% or more of the Company’s total accounts receivable.

Return of a product requires that the buyer obtain

permission in writing from the Company.

When the buyer requests authorization to return material for reasons of their own, the buyer will

be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid

by the Company.

The Company warrants title to the products, and also warrants the products on date of shipment to the buyer, to be of

the kind and quality described in the contract, merchantable, and free of defects in workmanship and material.

Returns and warranties

during the years ended December 31, 2023 and 2022 were insignificant.

The following table presents the Company’s revenues disaggregated

by revenue discipline:

of service revenue during the years ended December 31, 2024, and 2023, respectively.

Under its continuing operations, the Company recognizes revenue as services are provided.

Amounts billed and due from customers, as well as the value of unbilled account

receivables, are generally classified within current assets in the consolidated balance sheets.

The customer payments are generally

due in 30 days.

certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing the related contract

In those instances, the Company recognizes a liability for advance billings in excess of revenue recognized, which is referred

to as deferred revenue.

Payments received from customers in advance of revenue recognition are not considered a significant financing

component because they are utilized to pay for contract costs within a one-year period or are requested by the Company to ensure the

customers meet their payment obligations.

change in deferred revenue as of December 31, 2024, was driven primarily by ordinary course contract activity.

As of January 1, 2023, the Company had a deferred

revenue balance of $ 808 .

For the years ended December 31, 2024, and 2023, the Company recognized revenue of $ 162 and $ 670 respectively,

related to amounts that were included in deferred revenue as of December 31, 2023, and 2022, respectively, resulting primarily from the

progress made on the various active contracts during the respective reporting periods.

As of December 31, 2024, the Company had $ 991 related to contract liabilities where performance obligations have

not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheet.

receivables include amounts for work performed for which the Company has an unconditional right to receive payment and that are not subject

to the completion of any other specific task, other than the billing itself.

Concentration

the year ended December 31, 2024, the Company derived 22% and 13% of its revenue from two customers.

For the year ended December 31,

2023, the Company derived 14% of its revenue from one customer.

As of December 31, 2024, one customer’s outstanding receivable

balance equaled 72% of the total outstanding receivable balance.

As of December 31, 2023, two customers’ outstanding receivable

balance equaled 22% and 12% of the total outstanding receivable balance.

of a product requires that the buyer obtain permission in writing from the Company.

When the buyer requests authorization to return

material for reasons of their own, the buyer will be charged for placing the returned goods in saleable condition, restocking

charges and for any outgoing and incoming transportation paid by the Company.

The Company warrants title to the products, and also

warrants the products on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and

free of defects in workmanship and material.

Returns and warranties during the year ended December 31, 2024 were $ 295 .

warranties during the year ended December 31, 2023, were insignificant.

Disaggregated Revenue

following table presents the Company’s revenues disaggregated by revenue discipline:

OF REVENUE DISAGGREGATED

For the Years Ended

Revenues - ASC 606

Total revenues - ASC 606

Revenues - ASC 842

Fixed lease revenue

Total revenues - ASC 842

Total revenue

The components of inventories are summarized below:

were no leasing revenues arising from variable lease payments during the years ended December 31, 2024, and 2023.

following table presents future operating lease payments to be received as of December 31, 2024:

OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED

For the Years

Ended December 31,

components of inventories are summarized below:

OF INVENTORIES

1 unchanged sentence

Work in process

Total inventories

PROPERTY AND EQUIPMENT, NET

Property and equipment are summarized below:

and equipment are summarized below:

OF PROPERTY AND EQUIPMENT

6 unchanged sentences

accumulated depreciation

Total property and equipment, net

Depreciation expense was $ 397 and $ 228 for the period

ended December 31, 2023 and 2022, respectively.

property and equipment, net

expense was $ 716 and $ 397 for the years ended December 31, 2024, and 2023, respectively.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The components of accounts payable and accrued liabilities

are summarized below:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

components of accounts payable and accrued liabilities are summarized below:

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable

Accrued liabilities

Total accounts payable and accrued liabilities

Accrued liabilities primarily consist of accrued legal

settlement costs, accrued sales commissions, accrued compensation and benefits, accrued sales and use taxes and accrued insurance.

of December 31, 2023, accrued legal settlement costs were $ 5,000 , compared to no accrued legal settlement costs at December 31, 2022.

See Note 8 for details.

At December 31, 2023 and 2022, accrued sales commissions were $ 442 and $ 278 , respectively.

Accrued compensation

and benefits at December 31, 2023 and 2022 were $ 294 and $ 213 , respectively.

Accrued sales and use taxes at December 31, 2023 and 2022

were $ 67 and $ 258 , respectively, and there was $ 795 of accrued insurance at December 31, 2023 compared to $ 559 at December 31, 2022.

remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business operations.

accounts payable and accrued liabilities

liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued legal settlement costs.

As of December

31, 2024, and 2023, accrued insurance was $ 462 and $ 795 , respectively.

Accrued compensation and benefits as of December 31, 2024, and 2023

were $ 453 and $ 95 , respectively.

There were no accrued legal settlement costs as of December 31, 2024, as compared to $ 5,000 as of December

31, 2023 (See Note 7 - Commitments and Contingencies for additional information).

The remainder of accrued liabilities are comprised

of several insignificant accruals in connection with normal business operations.

COMMITMENTS AND CONTINGENCIES

The Company leases certain offices, facilities and

equipment under operating and financing leases.

The Company’s leases have remaining terms ranging from less than 1 year to 5 years

some of which contain options to extend up to 5 years.

As of December 31, 2023 and 2022, assets recorded under finance leases were $ 638

and $ 1,261 , respectively, and accumulated amortization associated with finance leases were $ 235 and $ 534 , respectively.

As of December 31, 2023 and 2022, assets recorded

under operating leases were $ 2,248 and $ 2,248 , respectively, and accumulated amortization associated with operating leases were $ 1,488

Company leases certain offices, facilities and equipment under operating and financing leases.

The Company’s leases have remaining

terms ranging from less than 1 year to 5 years, some of which contain options to extend up to 5 years.

As of December 31, 2024, and 2023,

assets recorded under finance leases were $ 455 and $ 638 , respectively, and accumulated amortization associated with finance leases were

$ 234 and $ 235 , respectively.

During the fourth quarter of 2022, the Company executed an extension of its operating lease for the corporate

management and sales office in Fort Lee, New Jersey.

of December 31, 2024, and 2023, assets recorded under operating leases were $ 995 and $ 830 , respectively, and accumulated amortization

associated with operating leases were $ 465 and $ 405 , respectively.

During the fourth quarter of 2024, the Company executed an extension

of its operating lease in Miami, Florida.

After adjusting for a weighted average discount rate, the Company recognized a right-of-use

asset and lease liability of approximately $ 330 within the consolidated balance sheets.

The components of the lease expense were as follows:

components of the lease expense were as follows:

SCHEDULE OF LEASE EXPENSES

Operating lease cost

For the Years

Financing lease cost

Amortization of right-of-use asset

Interest on lease liabilities

Total financing lease cost

Other information related to leases was as follows:

Supplemental cash flows information:

Amortization of right-of-use

on lease liabilities

Total financing lease

information related to leases was as follows:

cash flows information:

SCHEDULE OF CASH FLOWS INFORMATION

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flow payments for operating leases

Operating cash flow payments for financing leases

Financing cash flow payments for financing leases

Right-of-use assets obtained in exchange for lease obligations

Operating lease liabilities arising from obtaining right of use assets

Financing lease obligations

Weighted average remaining lease term:

For the Years

Cash paid for amounts included in the measurement

of lease liabilities

Operating cash

flow payments for operating leases

Operating cash flow payments

for financing leases

Financing cash flow payments

for financing leases

Right-of-use assets obtained in exchange for

lease obligations

Operating lease liabilities

arising from obtaining right of use assets

average remaining lease term:

OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE

Operating leases

Financing leases

Weighted average discount rate:

average discount rate:

Operating leases

Financing leases

Future minimum lease payments under non-cancellable leases as of December

31, 2023 were as follows:

minimum lease payments under non-cancellable leases as of December 31, 2024, were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Total future minimum lease payments

Operating Leases

Financing Leases

Total future minimum lease

Less imputed interest

Total future minimum lease payments

Reported as of December 31, 2023:

future minimum lease payments

as of December 31, 2024:

SCHEDULE OF LEASE REPORTED

1 unchanged sentence

Current portion of lease liabilities

Lease liabilities, non-current portion

Litigation and Claims

From time to time, the Company is a defendant or plaintiff

in various legal actions that arise in the normal course of business.

Liabilities for loss contingencies arising from claims, assessments,

litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of

the assessment can be reasonably estimated.

On June 15, 2023, Terrence and Kay Mimick (the “Plaintiffs”)

filed a complaint in the U.S.

District Court, District of Nebraska naming the Company, its wholly-owned subsidiary, Pioneer Critical Power,

Inc., and an individual acting in his capacity as an employee of the Company, collectively as defendants.

Plaintiffs filed an amended

complaint on July 7, 2023, alleging negligent driving, negligent entrustment, and negligent hiring, training and supervision, as a result

of a car accident that occurred on September 9, 2019, and seeking special damages related to the injuries allegedly sustained by Plaintiffs.

Lease liabilities, non-current

time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business.

for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

June 15, 2023, Terrence and Kay Mimick (the “Plaintiffs”) filed a complaint in the U.S.

District Court, District of Nebraska

naming the Company, its wholly-owned subsidiary, Pioneer Critical Power, Inc., and an individual acting in his capacity as an employee

of the Company, collectively as defendants.

Plaintiffs filed an amended complaint on July 7, 2023, alleging negligent driving, negligent

entrustment, and negligent hiring, training and supervision, as a result of a car accident that occurred on September 9, 2019, and seeking

special damages related to the injuries allegedly sustained by Plaintiffs.

The amended complaint also named Titan Energy Systems, Inc.

as a defendant instead of Pioneer Critical Power, Inc.

On July 27, 2023, the

defendants filed an Answer to Plaintiff’s Amended Complaint.

On October 6, 2023, a mediation was held, but the parties did not reach

a settlement.

In June 2024 another mediation was held and the parties reached a settlement for all of the Plaintiffs’ claims.

As of December 31, 2023, the Company recognized a liability of $ 5,000 related to this matter, which was included within accounts payable

and accrued liabilities, with a corresponding insurance receivable of $ 5,000 related to the loss recovery, which was deemed to be probable

and included within prepaid expenses and other current assets on the consolidated balance sheet.

The Company is not aware of any material proceedings

in which any of its directors, officers or affiliates or any registered or beneficial shareholder of more than 5 % of the Company’s

common stock is an adverse party or has a material interest adverse to the Company’s interest.

NOTES RECEIVABLE, NET

In connection with the Equity Transaction, amongst

other consideration, the Company received the Seller Notes for a total aggregate principal amount of $ 7,500 , subject to certain adjustments.

The Seller Notes accrue interest at a rate of 4.0 % per annum, with a final payment of all unpaid principal and interest becoming fully

due and payable at December 31, 2022.

The Company determined the fair value of the Seller Notes based on market conditions and prevailing

interest rates.

During the fourth quarter of 2019, the Company and Pioneer Transformers L.P.

(the “US Buyer”) and Pioneer

Acquireco ULC (the “Canadian Buyer,” and together with the US Buyer, the “Buyer”), pursuant to that certain Stock

Purchase Agreement dated June 28, 2019, completed the net working capital adjustment, which resulted in the Company paying the Buyer $ 1,800

in cash and reducing the principal amount of the $ 5,000 Seller Note to $ 3,200 .

During the second quarter of 2020, the Company recognized

an additional reduction to the principal amount of the Seller Note of $ 194 for a valid claim paid by the Buyer on behalf of the Company.

On December 15, 2022, the Company received in excess of $ 6,200 as a final payment of all unpaid principal and interest paying the Seller

Notes in full.

On July 27, 2023, the defendants filed an Answer to Plaintiff’s Amended

On October 6, 2023, a mediation was held, but the parties did not reach a settlement.

As of December 31, 2023, the Company recognized a liability of $ 5,000 related to this matter, with a corresponding insurance receivable

of $ 5,000 related to the loss recovery, which was included within prepaid expenses and other current assets on the consolidated balance

In June 2024, another mediation was

held and the parties reached a settlement for all of the Plaintiffs’ claims.

The case was dismissed with prejudice on July 23,

As of December 31, 2024, the Company did not recognize a liability, or a corresponding insurance receivable, related

to the loss recovery.

STOCKHOLDERS’ EQUITY

The Company had 9,930,022 and 9,644,545 shares of

common stock, $ 0.001 par value per share, outstanding as of December 31, 2023, and December 31, 2022, respectively.

Preferred Stock

The board of directors is authorized, subject to any

limitations prescribed by law, without further vote or action by the shareholders, to issue from time to time up to 5,000,000 shares of

preferred stock, $ 0.001 par value, in one or more series.

Each such series of preferred stock shall have such number of shares, designations,

preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors,

which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

STOCK-BASED COMPENSATION

Company had 11,120,266 and 9,930,022 shares of common stock, $ 0.001 par value per share, outstanding as of December 31, 2024, and 2023,

respectively.

On November 12, 2024, the board of directors declared

a one-time special cash dividend of $ 1.50 per share, or $ 16,665 in the aggregate, to shareholders of record as of December 17, 2024, which

is included in “Dividends payable” on the consolidated balance sheet as of December 31, 2024.

The dividend was paid on January

board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the shareholders, to

issue from time to time up to 5,000,000 shares of preferred stock, $ 0.001 par value, in one or more series.

Each such series of preferred

stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges

as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences,

conversion rights and preemptive rights.

STOCK-BASED COMPENSATION

On May 11, 2011, the board of directors of the Company

adopted the Pioneer Power Solutions, Inc.

2011 Long-Term Incentive Plan (the “2011 Plan”) which was subsequently approved

by stockholders of the Company on May 31, 2011.

The 2011 Plan replaced and superseded the 2009 Plan.

The Company’s outside directors

and employees, including the Company’s principal executive officer, principal financial officer and other named executive officers,

and certain contractors were all eligible to participate in the 2011 Plan.

The 2011 Plan allowed for the granting of incentive stock options,

nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent

rights, and other awards, which were granted singly, in combination, or in tandem, and upon such terms as determined by the Board or a

committee of the Board that was designated to administer the Plan.

Subject to certain adjustments, the maximum number of shares of the

Company’s common stock that were available to be delivered pursuant to awards under the 2011 Plan was 700,000 shares.

As of December

31, 2023, there were no shares available for future grants under the Company’s 2011 Long-Term Incentive Plan.

The Company’s

2011 Long-Term Incentive Plan expired during the second quarter of 2021.

On October 13, 2021, the Company’s board of

directors adopted the 2021 Long-Term Incentive Plan (the “2021 Plan”), subject to stockholder approval, which was obtained

on November 11, 2021.

The 2021 Plan supplemented the 2011 Plan, which expired on May 11, 2021, and which replaced and superseded the 2009

Plan, as noted above.

The Company’s outside directors and its employees, including the principal executive officer, principal financial

officer and other named executive officers, and certain contractors are all eligible to participate in the 2021 Plan.

The 2021 Plan allows

for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock

units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and

upon such terms as are determined by the Board or a committee of the board that is designated to administer the 2021 Plan.

certain adjustments, the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the

2021 Plan is 900,000 shares plus any increase by any Prior Plan Awards (as defined in the 2021 Plan) eligible for reuse, of which one

hundred percent ( 100 %) may be delivered pursuant to incentive stock options.

As of December 31, 2023, there were 347,500 shares available

for future grants under the Company’s 2021 Plan.

The 2021 Plan was initially administered by the Company’s board of directors,

but it has been administered by the compensation committee following the creation of such committee in the first quarter of 2022.

The fair value of the stock options granted

was measured using the Black-Scholes valuation model with the following assumptions:

October 13, 2021, the Company’s board of directors adopted the 2021 Long-Term Incentive Plan (the “2021 Plan”),

subject to stockholder approval, which was obtained on November 11, 2021.

The 2021 Plan supplemented the 2011 Plan, which expired on

May 11, 2021, and which replaced and superseded the 2009 Plan, as noted above.

The Company’s outside directors and its

employees, including the principal executive officer, principal financial officer and other named executive officers, and certain

contractors are all eligible to participate in the 2021 Plan.

The 2021 Plan allows for the granting of incentive stock options,

non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend

equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and upon such terms as are

determined by the Board or a committee of the board that is designated to administer the 2021 Plan.

Subject to certain adjustments,

the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2021 Plan is 900,000

shares plus any increase by any Prior Plan Awards (as defined in the 2021 Plan) eligible for reuse ( 700,000 shares) as of December 31, 2024, of which one hundred percent

may be delivered pursuant to incentive stock options.

As of December 31, 2024, there were 279,354

shares available for future grants under the Company’s 2021 Plan.

The 2021 Plan was initially administered by the

Company’s board of directors, but it has been administered by the compensation committee following the creation of such

committee in the first quarter of 2022.

fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions:

SCHEDULE OF STOCK OPTION GRANTED MEASURED USING BLACK SCHOLES VALUATION

Year Ended December 31,

the Years Ended December 31,

Expected term (years)

Risk-free interest rate

3.5 % - 4.4 %

Expected volatility

110.0 % - 112.1 %

Expected dividends

A summary of stock option activity for the

year ended December 31, 2023 is presented below:

summary of stock option activity for the year ended December 31, 2024, is presented below:

SUMMARY OF STOCK OPTION ACTIVITY

Weighted average

exercise price

average remaining

5 unchanged sentences

Exercisable as of December 31, 2024

A summary of the weighted-average grant-date fair

value of options, total intrinsic value of options exercised, and cash receipts from options exercised is shown below:

prices have been reduced by $ 1.50 per share as a result of the modification in connection with the special cash dividend declared for

all common shareholders of record as of December 17, 2024.

summary of the weighted-average grant-date fair value of options, total intrinsic value of options exercised, and cash receipts from

options exercised is shown below:

SCHEDULE OF WEIGHTED AVERAGE GRANT DATE FAIR VALUE OF OPTIONS

Year Ended December 31,

Weighted-average fair value of options granted (per share)

Intrinsic value gain (loss) of options exercised

the Years Ended December 31,

Weighted-average fair value of options granted (per

Intrinsic value gain of options exercised

Cash receipts from exercise of options

The following table presents information related to

stock options as of December 31, 2023:

following table presents information related to stock options as of December 31, 2024:

SCHEDULE OF INFORMATION RELATED TO OPTIONS OUTSTANDING AND EXERCISABLE

Options outstanding

Options exercisable

Weighted average

remaining life

Exercise price

A summary of restricted stock unit (“RSU”)

activity during the year ended December 31, 2023 is as follows:

remaining life

(1) Exercise prices have been reduced by $ 1.50 per share as a result of the modification in connection with the special cash dividend declared

for all common shareholders of record as of December 17, 2024.

summary of restricted stock unit (“RSU”) activity during the year ended December 31, 2024, and 2023 is as

SCHEDULE OF RESTRICTED STOCK UNITS

6 unchanged sentences

Units forfeited

Unvested restricted stock units as of January 1, 2024

Units granted

Units forfeited

Unvested restricted stock units as of December 31, 2024

During the year ended December 31, 2023, the Company

issued 10,000 shares of its common stock for consulting services with a fair value of $ 65 .

During the year ended December 31, 2023, the Company

issued 100,000 shares of common stock to its Chief Executive Officer (“CEO”) in connection with the vesting of 100,000 RSUs

on May 11, 2023.

During the years ended December 31, 2024 and 2023,

RSUs vested with an aggregate vest date fair value of $ 780 and $ 1,251 , respectively.

the year ended December 31, 2024, the Company issued 10,000 shares of its common stock for consulting services with a fair value of $ 59 .

the year ended December 31, 2024, the Company issued 175,000 shares of common stock to its Chief Financial Officer (“CFO”)

in connection with the vesting of 125,000 RSUs on May 1, 2024, and 50,000 RSUs on December 5, 2024.

the year ended December 31, 2024, the CFO agreed to surrender shares of common stock to the Company, totaling an aggregate of 62,281

shares ( 57,541 shares on June 7, 2024, with a fair value of $ 220 and 4,740 shares on October 22, 2024, with a fair value of $ 29 ) in connection

with income and payroll tax obligations paid by the Company in connection with the exercising of options and vesting of RSUs.

were cancelled and retired by the Company.

On November 12, 2024, the board of directors declared a one-time special

cash dividend of $ 1.50 per share to shareholders of record as of December 17, 2024.

All stock options that were outstanding as of the

record date were modified to reduce the exercise price pursuant to the nondiscretionary anti-dilution provisions in the Company’s

There was no incremental compensation expense related to the modification.

based compensation expense recorded for the years ended December 31, 2024, and 2023 was approximately $ 1,055 and $ 1,471 , respectively.

As of December 31, 2024, there was $ 80 of stock-based compensation expense remaining to be recognized in the consolidated statements

of operations over a weighted average remaining period of 1.6 years.

the year ended December 31, 2023, the Company issued 10,000 shares of its common stock for consulting services with a fair value of $ 65 .

the year ended December 31, 2023, the Company issued 100,000 shares of common stock to its Chief Executive Officer (“CEO”)

in connection with the vesting of 100,000 RSUs on May 11, 2023.

The fair value of the RSUs on the date of grant was $ 575 , which was recognized

the year ended December 31, 2023, the Company issued 250,000

shares of common stock to its CFO in connection with the vesting of 125,000

RSUs on May 1, 2022, and 125,000

RSUs on May 1, 2023.

The fair value of the RSUs on the date of grant was $ 544 , which was recognized immediately.

During the year ended December 31, 2023, the Company

issued 250,000 shares of common stock to its Chief Financial Officer (“CFO”) in connection with the vesting of 125,000 RSUs

on May 1, 2022, and 125,000 RSUs on May 1, 2023.

During the year ended December 31, 2023, the CEO and

CFO each individually agreed to surrender shares of common stock to the Company, totaling an aggregate of 117,082 shares with a fair value

of $ 720 in connection with income and payroll tax obligations paid by the Company in connection with the vesting of the above mentioned

the year ended December 31, 2023, the CEO and CFO each individually agreed to surrender shares of common stock to the Company, totaling

an aggregate of 117,082 shares with a fair value of $ 720 in connection with income and payroll tax obligations paid by the Company in

connection with the vesting of the above mentioned RSUs.

The shares were cancelled and retired by the Company.

Stock based compensation expense recorded for the

years ended December 31, 2023 and 2022 was approximately $ 1,471 and $ 1,002 , respectively.

At December 31, 2023, there was $ 413 of stock-based

compensation expense remaining to be recognized in the consolidated statements of operations over a weighted average remaining period

of 1.1 years.

The components of loss before income taxes

are summarized below:

OF LOSS BEFORE INCOME TAXES

Year Ended December 31,

Loss before income taxes

components of loss before income taxes related to continuing operations are summarized below:

SCHEDULE OF LOSS BEFORE INCOME TAXES

For the Years

Loss before income taxes

The components of the income tax provision were as

OF INCOME TAX PROVISION

Year Ended December 31,

Total income tax provision

A reconciliation from the statutory U.S.

rate and the Company’s effective income tax rate, as computed on loss before taxes, is as follows:

OF INCOME TAX RATE RECONCILIATION

Year Ended December 31,

Federal income tax at statutory rate

from continuing operations

components of the income tax benefit related to continuing operations were as follows :

SCHEDULE OF INCOME TAX PROVISION

For the Years

income tax benefit

reconciliation from the statutory U.S.

income tax rate and the Company’s effective income tax rate for continuing operations, as computed on loss

before taxes, is as follows:

SCHEDULE OF INCOME TAX RATE RECONCILIATION

For the Years

Federal income tax at statutory

State and local income tax, net

2 unchanged sentences

Valuation allowance

The Company’s provision for income taxes reflects an effective tax

rate on loss before income taxes of 0.0 % in 2023, as compared to ( 0.1 )% in 2022.

The consistency in the Company’s effective

tax rate during 2023 primarily reflects the increase in state taxes, the increase in the valuation allowance and increase in net operating

The net deferred income tax asset (liability) was comprised of the following:

OF DEFERRED INCOME TAX ASSETS LIABILITY

Company’s provision for income taxes reflects an effective tax rate on loss before income taxes of 29.7 % in 2024, as compared to

0.0 % in 2023.

The increase in the Company’s effective tax rate during 2024 primarily reflects the reduction of the valuation allowance and the utilization of its net operating losses.

net deferred income tax asset (liability) was comprised of the following:

SCHEDULE OF DEFERRED INCOME TAX ASSETS LIABILITY

For the Years

Noncurrent deferred income taxes

Total liabilities

Net noncurrent deferred income tax asset

Net deferred income tax asset

The tax effect of temporary differences between GAAP

accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows:

noncurrent deferred income tax asset

deferred income tax asset

tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and

liabilities were as follows:

SCHEDULE OF ACCOUNTING CREATING DEFERRED INCOME TAX

For the Years

Deferred tax assets

net operating

loss carry forward

Non-deductible reserves

Total deferred tax assets

Net deferred tax assets

Deferred tax liabilities

Total deferred tax liabilities

As of December 31, 2024, The Company had $ 6,756

of deferred tax assets on which it is taking a $ 6,007

valuation allowance.

The total valuation allowance of $ 6,007

as of December 31, 2024, represents a decrease of $ 922

from December 31, 2023.

A valuation allowance is established when it is determined

that it is more likely than not that the deferred tax assets will not be realized.

In evaluating the need for a valuation allowance, management

assessed all available positive and negative evidence, including historical operating results, cumulative losses, projections of future

taxable income, and sources of taxable income such as future reversals of existing taxable temporary differences, tax-planning strategies,

and the realization of the gain from the subsidiary sale.

Significant judgment is required in assessing the weight of both positive and

negative evidence, particularly in determining the likelihood and timing of future taxable income.

During the year ended December 31, 2024, the Company

recognized pre-tax income from the divestiture of PCEP Subsidiary, resulting in a tax gain of approximately $ 37 million.

This gain enabled

the Company to fully recognize its existing tax attributes, net operating losses (NOLs), §163(j) interest expense limitations, and

R&D credits available at the time of the divestiture.

Despite this positive evidence, the Company determined that it was insufficient

to overcome substantial negative evidence.

This negative evidence includes cumulative losses incurred over recent years, continued uncertainty

regarding sustained future taxable income, and the expectation of continued accumulation of new tax attributes due to ongoing operating

Furthermore, the anticipated annual generation of NOLs upon reversal of deferred tax liabilities significantly reduces the reliability

of future taxable income as a viable source for realizing deferred tax assets.

Considering the significant judgment required in assessing

the likelihood, timing, and magnitude of future taxable income, and given the relative weight and persuasiveness of the available evidence,

management concluded that the negative evidence continues to outweigh the positive evidence.

As a result, the Company has determined that

the continuation of a full valuation allowance remains appropriate as of December 31, 2024.

This includes a full valuation allowance for

the Company’s foreign tax credits (“FTCs”) as the Company does not anticipate generating any foreign source income to

realize this benefit.

As of December 31, 2024, the remaining balance of the Company’s FTCs was $ 3,581 .

The Company has state net operating loss (“NOLs”)

carryforwards of approximately $ 16,431 as of December 31, 2024.

Certain of these amounts are subject to annual limitations under applicable

If not utilized, a portion of these losses will expire in varying amounts between 2030 and 2043.

Internal Revenue Code Section 382 imposes an annual

limitation on the utilization of net operating loss (NOL) carryforwards and certain other tax attributes following a change in ownership.

An ownership change generally occurs if the percentage of stock owned by 5-percent shareholders increases by more than 50 percentage points

during a rolling three-year period.

As of December 31, 2024, the Company conducted an analysis under Section 382 and determined that no

ownership change occurred during the year.

Therefore, there is no annual limitation imposed on the utilization of the Company’s

federal NOL carryforwards.

Furthermore, the sale of a subsidiary completed prior to year-end is expected to allow the Company to fully

utilize these NOL carryforwards.

The Company has also evaluated the implications of Section 382 limitations at the state level.

state conformity to federal Section 382 provisions varies significantly, additional state-specific considerations may apply.

will continue to monitor any future ownership changes, legislative updates, or interpretive guidance related to Section 382, as such changes

could impact the Company’s ability to realize these deferred tax assets.

The following table summarizes the Company’s

state losses by jurisdiction, as well as the expiration date:

OF STATE LOSSES BY JURISDICTION

December 31, 2024

North Carolina

The Company incurs research and development expenses

as part of its ongoing operations.

These expenditures generate a research and development credit for tax purposes.

All research and development

tax credits have been fully utilized and the Company has $ 0 of research and development credits remaining on December 31, 2024.

Under the provisions of the Tax Cuts and Jobs Act

(TCJA) and as further modified by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Internal Revenue Code Section 163(j)

generally limits our deductible business interest expense to the sum of (i) our business interest income, (ii) 30% of adjusted taxable

income (ATI), and (iii) floor plan financing interest expense.

Adjusted taxable income is defined as taxable income with adjustments for

interest, depreciation, amortization, and depletion through 2021.

Beginning in 2022, depreciation, amortization, and depletion deductions

are no longer added back when calculating ATI.

The limitation imposed by Section 163(j) may create interest expense carryforwards, which

can be utilized indefinitely in future tax periods subject to the same limitation.

For the year ended December 31, 2024, due to the gain

realized on the sale of PCEP, the Company generated sufficient adjusted taxable income to support interest expense deductions, resulting

in an interest expense deduction of $ 2,897 from prior year carryforwards.

The amount available for carryover to future periods of IRC

163(j) as of December 31, 2024 is $ 0 .

The Company expects the interest limitation will continue to apply in future years.

The Company has determined there are no uncertain tax positions requiring

recognition or disclosure, including positions related to the sale of PCEP.

The Company regularly assesses the adequacy of its provisions

for income tax contingencies in accordance with ASC 740-10.

As a result, the Company may adjust the reserves for unrecognized tax benefits

for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities,

settlements with taxing authorities, and lapses of statutes of limitations.

Management has concluded that the current reserves are appropriate.

The Company continues to monitor and evaluate uncertain tax positions that may arise from future developments in tax law interpretations,

regulations, or audit outcomes.

The Company’s tax returns remain subject to examination by the U.S.

Internal Revenue Service and

most state jurisdictions include the years 2021 and forward.

DISCONTINUED OPERATIONS

of Electrical Infrastructure Segment

October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”),

by and among the Company, PCEP, Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”).

to the terms of the Equity Purchase Agreement, the Company agreed to:

(i) contribute

4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover

Interests”) in exchange for Investment issuing $2,000 of common units (representing

approximately 6% of Investment’s issued and outstanding common units on the Closing

Date (as defined below)) (the “Rollover Units”) to the Company;

all of the issued and outstanding equity interests of PCEP other than the Rollover Interests

to the Buyer ((i) and (ii) being, the “Equity Transaction”).

Equity Transaction included total consideration of (i) $ 48,000

in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $ 2,000

in equity pursuant to Investment’s issuance of the Rollover Units to the Company (See Note 2 – Summary of Significant

Accounting Policies and Note 12 – Equity Method Investment).

The Equity Transaction contains customary terms and conditions

and are subject to working capital adjustments.

Negotiations between the parties are ongoing, and the Company’s estimate of

the range of adjustments resulting in a lower recognized gain is approximately $ 1,349

with the midpoint equal to $ 3,347 .

The Company determined that the midpoint appears to be a better estimate than any other amount within the range, and, accordingly,

has recorded a consideration due to buyer of $ 3,347

on December 31, 2024, related to anticipated net working capital adjustments.

It is at least reasonably possible that the estimate

will change in the near term and the effect of the change may be material.

the execution of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the “Closing Date”).

PCEP represents the entirety of the Company’s Electrical Infrastructure segment.

a result, the assets and liabilities of PCEP have been presented separately under the captions “Current assets held for sale”,

“Noncurrent assets held for sale” and “Current liabilities held for sale” in the consolidated balance sheet as of

December 31, 2023.

The results of operations of PCEP, as well as the gain realized on the sale of $ 35,044 , have been presented under

the caption “Income from discontinued operations, net of tax” in the consolidated statements of operations for the years

ended December 31, 2024, and 2023.

Held for Sale and Discontinued Operation Financial Information

summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities held for sale

in the consolidated balance sheet, is as follows:

SCHEDULE OF SUMMARIZED HELD FOR SALE AND DISCONTINUED OPERATION FINANCIAL INFORMATION

Assets held for sale:

Current assets:

Accounts receivable,

net of allowance for credit losses of $ 97

Inventories, net

expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

held for sale

Liabilities held for sale:

Accounts payable and accrued

Current portion of operating

lease liabilities

held for sale

The income tax (benefit/expense) associated with discontinued

operations in 2024 primarily reflects the tax effects of disposal gains along with the utilization of previously unrecognized tax attributes

and valuation allowance reversals.

The previous valuation allowance established on these deferred tax assets were reversed when the Company

entered into a definitive sale agreement during the year.

The closing of the transaction provided certainty related to the amounts realized

and the resulting gain for tax purposes allowed the company to utilize the deferred tax assets.

The determination whether it was more

likely than not that the deferred tax assets were not going to be realized was no longer applicable.

The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred

income tax assets and liabilities from discontinued operations were as follows:

OF ACCOUNTING CREATING DEFERRED INCOME TAX

For the Years Ended

Deferred tax assets

1 unchanged sentence

Non-deductible reserves

Total deferred tax assets

Valuation allowance

3 unchanged sentences

Deferred asset, net

As of December 31, 2023, the Company has $ 4,233 in

foreign tax credits (“FTCs”) carryforward.

These FTCs begin to expire in December 2024.

The assessment of the amount of value assigned to

the Company’s deferred tax assets under the applicable accounting rules is judgmental.

The Company is required to consider all available

positive and negative evidence in evaluating the likelihood that the Company will be able to realize the benefit of its deferred tax assets

in the future.

Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies

and the results of recent operations.

Since this evaluation requires consideration of events that may occur some years into the future,

there is an element of judgment involved.

Realization of the Company’s deferred tax assets is dependent on generating sufficient

taxable income in future periods.

The Company does not believe that it is more likely than not that future taxable income will be sufficient

to allow the Company to recover any of the value assigned to the Company’s deferred tax assets.

Accordingly, the Company has provided

for a valuation allowance of the Company’s FTCs as the Company does not anticipate generating sufficient foreign source income.

In addition, the Company has provided for a full valuation allowance on the domestic deferred tax assets as the combined effect of future

domestic source income and the future reversals of future tax assets and liabilities will likely be insufficient to realize the full benefits

of the assets.

The Company has federal net operating loss (“NOLs”)

carryforwards of approximately $ 18,228 as of December 31, 2023.

The Federal NOLs were generated in the taxable years ending after December

As a result, the NOLs are eligible to be carried forward indefinitely, but generally may only offset up to 80 % of federal taxable

income earned in a taxable year.

The Company’s net operating losses may be subject

to annual Section 382 limitations due to ownership changes that could impact the future realization.

As of December 31, 2023, the Company

has not experienced an ownership change within the meaning of Sec.

382(g) and will continue to monitor its cumulative ownership changes

for purposes of Sec.

The Company has $ 12,467

of deferred tax assets on which it is taking a full valuation allowance.

The total valuation allowance recorded is $ 12,378 ,

representing an increase of $ 1,013

from December 31, 2022.

The Company has approximately $ 4,233

of FTCs for which it has provided a full valuation allowance and $ 39

of research and development credits which expire in 2032.

The Company has interest expense subject to a tax

deduction limitation under IRC 163(j).

The new calculation arising from the 2017 tax reform requires an adjusted taxable income to be

calculated by, among other things, adding back to taxable income any depreciation, amortization, or depletion deductions for the taxable

years beginning after December 31, 2017, and before January 1, 2022, as well as removing any GILTI inclusions.

When calculating the adjusted

taxable income for this purpose, The Company did not have sufficient taxable income in previous years to deduct interest expense exceeding

the limitation, therefore creating a carryover of business interest expense to future years.

For the year ended December 31, 2023, the

company was able to utilize their business interest income to support interest expense deductions, resulting in an interest expense deduction

of $231 from prior year carryforwards.

The amount available for carryover to future periods of IRC 163(j) as of December 31, 2023 is $ 2,897 .

This carryover is available indefinitely.

Management believes that an adequate provision has

been made for any adjustments that may result from tax examinations.

However, the outcome of tax audits cannot be predicted with certainty.

If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations,

the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

The tax years subject to examination by major tax

jurisdiction include the years 2020 and forward by the U.S.

Internal Revenue Service and most state jurisdictions.

Income tax expense associated with discontinued operations totaled $ 5,497 in 2024 and $ 0 in 2023, reflecting tax

disposal gains, offset by utilization of tax attributes and related valuation allowance reversals.

following table summarizes the results from discontinued operations, net of tax included in the consolidated statements of operations

for the years ended December 31, 2024, and 2023:

the Years Ended December 31,

Cost of goods sold

Operating expenses

general and administrative

operating expenses

Operating income from discontinued

Interest expense

Gain on sale of business, net of taxes

Other expense

income from discontinued operations

cash flows related to the discontinued operations have not been segregated and are included in the consolidated statements of cash flows.

the below table illustrates certain cash flows from discontinued operations:

the Years Ended December 31,

Operating activities

a result of the Company’s investment in Rollover Units of Investment, which is accounted for as an equity method investment (see

Note 2 - Summary of Significant Accounting Policies – Equity-Method Investment), the Company determined that it has continuing

involvement with the discontinued operation, which is expected to continue for as long as the Company retains its investment in Rollover

There are no revenues or expenses presented in continuing operations after the disposal transaction that before the disposal transaction

were eliminated in the Company’s consolidated financial statements as intra-entity transactions.

The equity method investment did

not result in any pretax income or losses reported on the Company’s consolidated statements of operations for the years ended December

31, 2024 or 2023.

Prior to the disposal transaction, the Company owned 100 % of the discontinued operation, PCEP.

addition, upon the closing of the Equity Transaction, the Company and the Buyer entered into a transition services agreement, pursuant

to which (i) the Company will provide certain transition services to the Buyer for various service periods ranging from 30 days to 12

months following the Closing Date and (ii) the Buyer will provide one specific transition service to the Company until October 31, 2025.

EQUITY-METHOD INVESTMENT

As disclosed in Note 11 – Discontinued Operations, on October 29,

2024, the Company deconsolidated its subsidiary, PCEP.

As part of the transaction, the Company retained an equity interest in PCEP via

the issuance of Rollover Units.

The Company estimated the fair value of the retained equity interest on the date of deconsolidation, which

was determined to be $ 2,000 based on the Company’s proportionate share of Investment, which was calculated using the market approach

based on the Equity Transaction.

BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION

The Company follows ASC 280 - Segment Reporting

in determining its reportable segments.

The Company considered the way its management team, most notably its chief operating

decision maker, makes operating decisions and assesses performance and considered which components of the Company’s enterprise

have discrete financial information available.

In determining operating and reportable segments in accordance with Financial

Accounting Standards Board Accounting Standards Codification 280, Segment Reporting, the Company concluded that it has two

reportable segments, which are also its operating segments:

Electrical Infrastructure and Critical Power.

The Critical Power

reportable segment is the Company’s Titan Energy Systems, Inc.

business unit.

The Electrical Infrastructure reportable segment

is the Company’s Pioneer Custom Electrical Products Corp.

The CEO, as the Chief Operating Decision Maker (“CODM”),

organizes the Company, manages resource allocations and measures performance of the Company’s single operating segment, Critical

Power Solutions.

The Critical Power Solutions reportable segment is the Company’s Titan Energy Systems, Inc.

business unit.

The Electrical Infrastructure segment is involved

in the design, manufacture and sale of electrical distribution and control equipment used primarily by large industrial and commercial

operations to manage their electrical power distribution needs.

The Critical Power segment is involved in the sale and service of power

generation equipment and provides mobile high-capacity charging solutions, as well as aftermarket field-services, in order to help customers

secure mobile fast-charging where fixed charging infrastructure does not exist.

The following tables present information about segment income (loss):

OF SEGMENT INCOME LOSS

Electrical Infrastructure

Critical Power Solutions

Depreciation and amortization

Electrical Infrastructure

Critical Power Solutions

Unallocated corporate overhead expenses

Depreciation and amortization

Operating income (loss)

Electrical Infrastructure

Critical Power Solutions

Unallocated corporate overhead expenses

Operating income (loss)

The following table presents information which reconciles

segment assets to consolidated total assets:

Electrical Infrastructure

Critical Power Solutions

Revenues are attributable to countries based on the location of the Company’s

OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

Critical Power Solutions segment provides mobile high capacity charging equipment, power generation equipment and aftermarket field-services

in order to help customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure

smooth, uninterrupted power to operations during times of emergency.

CODM assesses the Company’s performance and decides how to allocate resources based on consolidated net income (loss) in the consolidated

statements of operations, which is assessed to be the segment measure of profit or loss.

This measure is used to monitor actual results

to evaluate the performance of the segment versus the forecasted targets.

The segment assets are equal to the assets presented in the

consolidated balance sheets.

The significant expenses that are regularly provided to the CODM, which include costs of goods sold, selling, general

and administrative expenses and research and development expenses, are disclosed in the consolidated statements of operations as a part

of the consolidated net income (loss).

The other segment item that is regularly provided to the CODM includes other income (expense) which

is disclosed as a separate line item in the consolidated statements of operations.

Other income and expenses consist of interest income

and interest expense, which are disclosed as separate line items in the consolidated statements of operations.

October 29, 2024, the Company sold its Electrical Infrastructure segment to Mill Point Capital.

Prior to the sale of the Electrical Infrastructure

segment, the Company’s CODM assessed performance and allocated resources amongst its two reportable segments.

Discontinued Operations for additional information.

are attributable to countries based on the location of the Company’s customers:

SCHEDULE OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

For the Years

United States

Approximately

of the Company’s sales during the year ended December 31, 2023 were made to Enchanted Rock Electric, LLC and Sequel Electrical

Supply, LLC, respectively.

Approximately 43 % and 10 % of the Company’s sales during the year ended December 31, 2022 were made to

Enchanted Rock Electric, LLC and Southern California Gas Company, respectively.

The distribution of the Company’s property and equipment by geographic

location is approximately as follows:

OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC LOCATION

22 % and 13 % of the Company’s revenues during the year ended December 31, 2024, were made to INF Associates, LLC and British Columbia

Hydro and Power Authority, respectively.

Approximately 14 % of the Company’s sales during the year ended December 31, 2023, were

made to Target Corporation.

distribution of the Company’s property and equipment by geographic location is approximately as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC LOCATION

Property and equipment

United States

BASIC AND DILUTED LOSS PER COMMON SHARE

Basic and diluted loss per common share is

calculated based on the weighted average number of vested shares outstanding during the period.

The Company’s employee and director

equity awards, as well as incremental shares issuable upon exercise of warrants, are not considered in the calculations if the effect

would be anti-dilutive.

The following table sets forth the computation of basic and diluted loss per share (in thousands, except

per share data):

OF BASIC AND DILUTED LOSS PER SHARE

Weighted average basic shares outstanding

Effect of dilutive securities - equity based compensation plans

Weighted average diluted shares outstanding

Net loss per common share:

As of December 31, 2023 and 2022, basic and

diluted loss per share excludes potentially dilutive common shares related to 332,500

shares underlying stock options, respectively, and 125,000

shares underlying nonvested RSUs, respectively, as their effect was anti-dilutive.

Subsequent to December 31, 2023, the Company sold

919,557 shares of common stock under the ATM program (See liquidity section in Note 1 - Business Organization, Nature of Operations,

Risks and Uncertainties) for total gross proceeds of approximately $ 4,986 , at an average gross price of $ 5.5970 per share.

On May 1, 2024, the third tranche of RSUs under Mr.

Michalec’s RSU

Award vested and, as a result, 125,000 shares of common stock were subsequently issued to Mr.

On June 7, 2024, Mr.

Michalec surrendered 57,541 shares of common stock issued to him upon settlement of his vested RSUs to satisfy tax withholding

The shares were cancelled and retired by the Company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.

Not applicable.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

earnings (loss) per share data for each period presented is computed using the weighted average number of shares of common stock outstanding

during each such period.

Diluted earnings (loss) per share data is computed using the weighted average number of common and dilutive

common equivalent shares outstanding during each period.

Dilutive common equivalent shares consist of shares that would be issued upon

the exercise of stock options and vesting of restricted stock units, computed using the treasury stock method.

reconciliation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share data):

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

For the Years

Loss from continuing

from discontinued operations, net of income taxes

income (loss)

Weighted average common shares outstanding

Effect of dilutive securities:

Stock options

Weighted average common

shares outstanding - diluted

Basic (loss) earnings per share:

Loss per share from continuing

per share from discontinued operations

Basic earnings (loss)

Diluted (loss) earnings per share:

Loss per share from continuing

per share from discontinued operations

Diluted earnings (loss)

following securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

For the Years

Stock options

SUBSEQUENT EVENTS

January 7, 2025, the Company paid a one-time special cash dividend of an aggregate of $ 16,665 .

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data