What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-08 compared with 2018-04-02 · 683 added, 465 removed, 3 unchanged (100% of the section changed)

are a company engaged in the business of developing proprietary technology that enables a quick and safe installation of electronics,

such as light fixtures and ceiling fans, into ceiling and wall electrical junction boxes by the use of a weight-bearing power

Our patented technology consists of a fixable socket and a revolving plug for conducting electric power and supporting an

electricity is a standard in every home and building, our mission is to make homes and buildings become safe-advanced and smart as the

Technologies has a series of highly disruptive advanced-safe-smart platform technologies, with over 60 U.S.

and global patents and patent

pending applications.

Our technologies place an emphasis on high quality and ease of use, while significantly enhancing both safety and

lifestyle in homes and buildings.

We believe that our products are a necessity in every room in both homes and other buildings in the

and globally.

first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in,

into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires.

The plug and play technology

method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling,

enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds.

The plug and play power-plug

technology, eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired

electrical products.

In recent years we have developed prototypes that expand the capabilities of our power-plug product, to include

advanced safe and quick universal installation methods, as well as advanced smart capabilities, which are currently in the third and

final prototype stage prior to launching.

The smart features contained in the final prototype include control of light fixtures and ceiling

fans by the SkyHome App, through WIFI, Bluetooth Low Energy (“BLE”) and voice control connections.

The SkyHome App will allow

scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more.

believe that due to safety, convenience, cost, and time that all hard-wired electrical products, such as light fixtures, ceiling fans

and other products, should become plug and play and smart, as the standard, enabling consumers to plug their fixtures and control them

through their smart phones at any time.

second-generation technology, which is in the second stage prototype, is an all-in-one safe and smart advanced platform (the “Smart

Sky Platform”) that is designed to enhance all-around safety and lifestyle of homes and other buildings.

believe that our patented advanced, safe and smart home platform technologies will make homes and buildings safer and smart as a standard,

in a fraction of the time and cost, as compared to other market products.

believe that our smart home products will enable builders to deliver smart homes as a standard, in the same way they deliver electricity

and appliances as a standard.

our products, including our prototype advanced, safe and smart products, can be easily implemented and installed in both existing and

new homes and buildings in just minutes, it will save a major part of the cost and time associated with installation of smart home products.

As many people spend the majority of time at their homes, we believe that they should have an affordable, easily installed, standard

solution to make their homes safe, secured and smart.

Similarly to how smartphones serve people as an all-in-one personal smart platform,

we believe that our all-in-one Smart Sky Platform will enable every room in homes and other buildings to include a smart platform as

all-in-one safe-smart-advanced platform technology is an open system that can integrate with both existing and new smart home features,

devices, and systems.

The advanced platform prototype is designed and built in a way that it can accommodate additional smart home features,

enabling the platform to serve as a gateway for safe and smart technologies into rooms/homes, buildings, and that it can act like a “Panama-Canal”

that can accommodate other type of software systems, wireless systems, electronic chips and more.

2015, we have generated over $29 million in sales from our standard products, which include ceiling fans and light fixtures with our

standard “plug and play”

feature built in and are described further below under “Products—Our First Product:

The Weight Bearing Power-Plug”.

We have decided to wind down the sales of our standard products by discontinuing production of

light fixtures and ceiling fans that include the older version of our standard Sky Plug & Receptacle in favor of launching our new

line of products, which are in the third and final prototype stage prior to launching and include a universal “plug and play”

adapter kit, our smart products, which will include smart light fixtures and ceiling fans with our smart “plug and play”

features, and our advanced universal Sky Plug & Receptacle.

Additional information regarding our new line of products is described

below under “Products—Advanced Products”

and “—Smart Products.”

We elected to do so since we believe

that the market has great demand for smart advanced products, and that we will be able to generate significant sales from our new line

of advanced and smart products from direct sales as well as from licensing.

Our first generation of advanced and smart products are in

the third and final prototype stage prior to launching.

We expect to launch our universal “plug and play”

adapter kit and

our smart universal adapter kit, light fixtures, and ceiling fans, as well as the SkyHome App to control the smart features, in the first

half of 2022.

We expect to launch the all-in-one Smart Sky Platform in the second half of 2022.

As part of the launch of certain products,

we may allow customers to pre-order prior to general availability.

believe that safety is a necessity and the top priority in all aspects of life.

Therefore, our technologies and products emphasize human

safety, home, building and property safety and security, while combining safety features with high demand smart home features.

our products should contribute to the elimination of many cases of hazardous incidents, including ladder falls, electric shock/electrocutions,

fires, carbon monoxide poisonings, injuries and deaths, as management believes that our products will result in easier installment processes

and enhance the use of life saving products such as smoke detectors, carbon monoxide detectors, and emergency lights, among other products.

The Smart Platforms second generation prototype incorporates “plug and play”

technology, which eliminates the need to touch

wires during the later plug-in install, replacement and maintenance, and cleaning and, accordingly, could result in reduced incidents

of electrical shocks and fires resulting from faulty wiring.

The installation of our Smart Platforms, and retrofitting of electrical

services does not require the services of a licensed electrician, but does not preclude the services of a licensed electrician.

individuals engage in do-it-yourself (DIY) lighting projects, using our products rather than traditional lighting products could reduce

incidents of incorrect wiring, shocks, injury and even death.

In addition, we believe installing our products will allow installers to

spend less time on a ladder during initial installation.

Installers often wire light fixtures and fans while also holding such fixture

with our products, including the Smart Platforms, the initial receptacle installation will be completed on the ladder and, afterwards,

the fixture can simply be plugged into place, resulting in a faster and, we believe, much safer process, as installers can focus on wiring

without also holding potentially heavy or breakable fixtures.

Further, the Smart Platforms will incorporate a hard-wired smoke detector

with battery back-up and a carbon monoxide monitor, which we believe could reduce injuries and deaths from fire and carbon monoxide poisoning.

products are designed to improve all around home and building safety and lifestyle.

While we have developed and created working prototypes

of our advanced and smart products, as described below, we are continuing to refine the product prototypes and expect to begin commercial

manufacturing and marketing in the first half of 2022 for the advanced products and the smart universal power-plug, ceiling fans and

lighting products and the second half of 2022 for the Smart Sky Platform.

First Product:

The Weight Bearing Power-Plug

first patented technology was the Power-Plug, a weight bearing power plug that acts as a safe and quick installation device, designed

for “plug and play”

installation of weight bearing electronics, such as light fixtures, ceiling fans and other electrical

products, into ceiling electrical outlet boxes.

patented technology consists of a fixable socket and a revolving plug (the Power-Plug) for conducting electric power and supporting an

electrical appliance attached to a wall or ceiling.

The socket is comprised of a non-conductive body that houses conductive rings

connectable to an electric power supply through terminals in its side exterior.

The plug, also comprised of a non-conductive body

that houses corresponding conductive rings, attaches to the socket via a male post and is capable of feeding electric power to

an appliance.

The plug also includes a second structural element allowing it to revolve with a releasable latching which, when

engaged, provides a retention force between the socket and the plug to prevent disengagement.

The socket and plug can be detached

by releasing the latch, disengaging the electric power from the plug.

The socket is designed to replace the support bar incorporated

in electric junction boxes, and the plug can be installed in light fixtures, ceiling fans, wall sconce fixtures and other electrical

Once installed, the socket can remain affixed to the junction box, enabling any electronic fixture installed with the

plug to be connected and/or removed in seconds.

The combined socket and plug technology is referred to throughout this prospectus

as “the SQL Technology”.

History and Information

SQL Technologies Corp.

(f/k/a Safety Quick

Lighting & Fans Corp.), a Florida corporation (the “Company”), was originally organized in May 2004 as a limited

liability company under the name of Safety Quick Light, LLC.

The Company was converted to corporation on November 6, 2012.

August 12, 2016, the Company changed its name from “Safety Quick Lighting & Fans Corp.”

to “SQL Technologies

The Company holds several worldwide patents and has received a variety of final electrical code approvals, including

Underwriters Laboratories (UL), United Laboratories of Canada (cUL) and C onformité

E uropéene (CE), and 2017 inclusion in the National Electrical Code book issued by the National Fire Protection

The Company maintains offices at 4400 North

Point Parkway, Suite 265, Alpharetta, Georgia, 30022 (our principal executive office);

McNab Road, Pompano Beach, FL 33069;

and Fochan, Peoples Republic of China.

Our telephone number is (770) 754-4711.

Our web address is http://www.skyplug.com.

Company currently sells ceiling fans and lighting fixtures manufactured under General Electric’s guidance and branded with

the General Electric logo.

We offer unique designs that are manufactured with and without the SQL Technology.

is currently in the process of transitioning its product portfolio to advanced technologies, along with a new sales methods and

marketing strategy, which will include unique, innovative advanced technologies (the “Smart SQL”).

SQL Technology

The SQL Technology is basically characterized

as a mounting receptacle that is affixed to electrical junction boxes and an attachment fitting plug that is installed in wall

and ceiling lighting fixtures and ceiling fans.

The SQL Technology replaces the traditional mounting bar found in existing electrical

junction boxes, converting the mounting system into a weight bearing plug with no exposed wires.

Using the SQL Technology, lighting

fixtures and ceiling fans can be installed in minutes, transforming the lighting fixture and ceiling fan devices into plug-and-play

Professional electricians as well as “Do it Yourself”

installers will benefit from our technology.

SQL Technology is Underwriters Laboratories (UL), cUL and CE approved and achieved National Electrical Code (NEC) (or NFPA 70)

status in 2017.

SQL Technology is comprised of two parts:

a ‘female’

socket receptacle that is secured to existing electrical junction

boxes, into which electrical and ground wires are simply inserted and secured into terminals on the device.

The receptacle is

easily attached to the junction box.

The ‘male’

plug fitting is preinstalled on a lighting fixture or ceiling fan.

Lighting fixtures or ceiling fans with the SQL Technology can be literally installed in seconds.

Our manufacturing plan calls

for the SQL Technology to be pre-installed in all types of lighting fixtures, including holiday themed lighting, and ceiling fans.

February 2015, we received an updated Underwriters Laboratories (UL) Listing for the SQL Technology, which expanded the type of

products that we will be able to use with the SQL Technology.

This listing expanded the voltage and amperage rating of our product

and allows for additional fixtures, such as heating elements to be incorporated into our ceiling fans.

have been working with several well-established factories producing ceiling fans and lights in Peoples Republic of China.

if not all, of these factories have been in business for over 20 years and follow strict human rights and sustainability protocols.

rely on a combination of copyright, trademark and trade secret laws as well as confidentiality procedures and contractual provisions

to protect our proprietary technology and our brand.

We enter into confidentiality and proprietary rights agreements with our

employees, consultants and other third parties.

We protect the SQL Technology through the use

of an intellectual property protection strategy that is focused on patent protection.

As of July 15, 2016, we have three issued

patents relating to our quick connect device for electrical fixtures.

We also have patents in China (two issued patents) and

India (one issued patent and one pending patent application), which protects different aspects of the same SQL Technology as the

three issued U.S.

The Company sought intellectual property protection of the SQL Technology in China due to its current

manufacturing operations and prospective sales in China’s market and sought protection in India in anticipation of future

growth into India’s developing market, both with respect to the sales of the SQL Technology and potential operations of the

We intend to diligently maintain this intellectual property protection for the SQL Technology.

The issued patents are directed to various

aspects of our plug and socket combination that comprise the quick connect device.

The issued patents provide patent protection

for our quick connect device, regardless of the electrical fixture or electric powered product used with the quick connect device.

As further innovations are developed, we intend to seek additional patent protection to enhance our competitive advantage.

development of smart home applications into the SQL Technology inspired management to change the Company’s name to one that

better denotes the diversification in its product line introduced by the inclusion of its Smart SQL.

The Company’s Board

of Directors (the “Board”), and on June 8, 2016, a majority of the shareholders of the Company, approved a name change

from Safety Quick Lighting & Fans Corp.

to SQL Technologies Corp.

Henceforth, further reference to the Company

will be “SQL Technologies Corp.”

or the “Company”.

Our Business Model and Strategy

Safety Quick Light LLC, a subsidiary of the

Company, began marketing the SQL Technology in 2007 for installation in light fixtures and ceiling fans during manufacturing and

as a kit for installing the SQL Technology in existing light fixtures and ceiling fans.

The Company sold approximately 800,000

units of the SQL Technology to lighting manufacturers and retailers who installed the socket and plug technology into their lighting

fixtures for sale at retail stores.

The Company also sold 100,000 ceiling fans with the SQL Technology embedded into the product

directly to retailers.

With the achievement of the License Agreement with General Electric (as defined below), our management team

determined that it could improve its gross margins if it were to market light fixtures and ceiling fans with the SQL Technology

preinstalled, instead of marketing the SQL Technology solely as an add-on device.

Our management team also determined that it might

be necessary to offer light fixtures and ceiling fans under the License Agreement without the SQL Technology for initial orders

from big box retailers, to achieve acceptance as a supplier and to provide retailers time to determine market demand for the GE

labeled products (collectively, our “Business Model”).

During the first quarter of 2010, the Company’s management

took the first of several steps toward implementing our Business Model and discontinued marketing the SQL Technology solely as

an add-on device.

To further support the Company’s marketing

efforts to its target market, it entered into a sales and marketing agreement with Design Solutions International, Inc.

(“DSI”),

a privately held, lighting industry design and marketing firm, which was acquired by NBG Home, a leading global designer, manufacturer

and marketer of home décor products, in 2015.

In the latter half of 2016, the Company took further steps to bolster its

sales and marketing effort by hiring former General Electric electronic and lighting industry executives.

The License Agreement

The Company sought the endorsement of the SQL

Technology from General Electric.

During 2010 and 2011, GE tested the SQL Technology and in June 2011, GE and SQL Lighting &

Fans, LLC, a subsidiary of the Company, entered into a trademark licensing agreement (the “License Agreement”) under

which SQL Lighting & Fans, LLC was licensed to use the GE monogram logo on its devices and certain other trademarks on its

ceiling fans and light fixtures.

The License Agreement was amended in April

2013 to extend its term through December 31, 2017 and to revise the required minimum license fees, and in July 2014 to remove minimum

license fees for 2014.

The License Agreement was further amended in August 2014 to, among other things, extend the term through

November 30, 2018 and set forth a new royalty calculation beginning December 1, 2013 and continuing through the term of the License

The current License Agreement provides that royalties due to GE will be tiered, based on a declining percentage as net

sales increase in each Contract Year, paid quarterly, as follows:

Sales in Contract Year

as a Percentage of Net Sales

- $50,000,000

- $100,000,000

The socket is comprised of a non-conductive body that houses conductive rings connectable

to an electric power supply through terminals in its side exterior.

The Power-Plug, which is comprised of a non-conductive body that

houses corresponding conductive rings, attaches to the socket via a male post and can feed electric power to an appliance.

The Power-Plug

also includes a second structural element allowing it to revolve with a releasable latch that, when engaged, provides a retention force

between the socket and the Power-Plug to prevent disengagement.

The socket and Power-Plug can be detached by releasing the latch, disengaging

the electric power from the Power-Plug.

The socket is designed to replace the support bar incorporated in electric junction boxes, and

the Power-Plug can be installed in light fixtures, ceiling fans, wall sconce fixtures and other electrical devices and products.

installed, the socket can remain affixed to the junction box, enabling any electronic fixture installed with the Power-Plug to be connected

and/or removed in seconds.

The combined socket and Power-Plug technology are referred to throughout this Form 10-K as the “Sky

Plug & Receptacle”.

have previously sold products with the Sky Plug & Receptacle built in, including ceiling fans and light fixtures.

We have decided

to wind down the sales of our standard products by discontinuing production of light fixtures and ceiling fans that include the older

version of our standard Sky Plug & Receptacle in favor of launching our new line of products, which are in the prototype stage and

are described below.

Universal Power-Plug & Receptacle :

Our universal “plug and play”

Sky Plug & Receptacle technology is

comprised of two devices.

The first device is a male Power-Plug Retrofit Kit, which can be easily embedded in the base of light fixtures

and ceiling fans.

The second device is a Ceiling Receptacle, which can be connected to a ceiling outlet box.

After a one-time installation

of the Ceiling Receptacle to a ceiling outlet box, a light fixture or ceiling fan that includes the Power-Plug Retrofit Kit can be plugged

into the Ceiling Receptacle within seconds.

The Universal Power-Plug & Receptacle should contribute to the elimination of hazardous

incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc.

begin manufacturing and marketing, and to commercially launch, our new universal power plug in the first half of 2022.

Our proprietary SkyHome Application works with both iPhones and Android phones.

The SkyHome App controls products through WIFI

and BLE, and is designed to control its products through additional communication methods as needed.

The SkyHome App controls various

products, features and specifications that include scheduling, controlling, voice control, safety features, security features, lifestyle

features, sound, lights, dimming, emergency back-up battery and much more.

We expect to launch products that will be controlled by our

SkyHome App in the first half of 2022, as described below.

Smart - Universal Power-Plug & Receptacle :

Our Sky Smart Plug & Receptacle system contains two devices.

The male Power-Plug

Device which includes a smart electronic board.

The male Smart Power-Plug comes as a Retrofit Kit, that can be simply embedded to the

base of light fixtures and ceiling fans, enabling them to become both Plug and Play and Smart.

The second device is a Ceiling Receptacle

that can be simply connected on to a ceiling outlet box.

After a one-time simple installation of the Ceiling Receptacle to a ceiling

outlet box, a light fixture or ceiling fan that includes the male Smart Plug Retrofit Kit can be plugged into the Ceiling Outlet Receptacle

within seconds.

Our Smart Power-Plug is controlled by our proprietary SkyHome App or through voice control, and is an open system that

can integrate with other smart home devices and systems.

Our Smart Power-Plug is connected through WIFI and BLE, and includes numerous

smart features, including scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and

We believe that, due to safety, convenience, cost and time, all hard-wired electrical products, such as light fixtures and ceiling

fans, should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through their

smart phones at any time.

The Smart Universal Power-Plug & Receptacle should contribute to the elimination of hazardous incidents

in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc.

This product is in the

third and final prototype stage prior to launching, and we expect to begin manufacturing and marketing, and to commercially launch, our

universal plug in the first half of 2022.

- Smart Plug and Play Ceiling Fans :

Our line of high-end smart plug and play ceiling fans can be installed to our matching ceiling

receptacle within seconds.

Our smart ceiling fans incorporate advanced technologies, have unique modern designs, and are controlled by

our proprietary SkyHome App or through voice control, and is an open system that can integrate with other smart home devices and systems.

Our Smart Power-Plug is connected through WIFI and BLE, and includes numerous smart features, including scheduling, energy saving-eco

mode, dimming, back-up emergency light, night light, light color changing and more.

We believe that, due to safety, convenience, cost

and time, all hard-wired electrical products, such as ceiling fans, should become plug and play and smart, as the standard, enabling

consumers to plug their fixture and control them through their smart phones at any time.

The Smart Plug and Play Ceiling Fan should contribute

to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries,

and deaths, etc.

This product is in the prototype stage, and we expect to begin manufacturing and marketing, and to commercially launch,

our smart ceiling fans in the first half of 2022.

- Smart Plug and Play Lighting :

Our line of high-end Smart Plug and Play light fixtures can be installed to our matching ceiling

receptacle within seconds.

Our smart light fixtures incorporate advanced technologies, have unique modern designs, and are controlled

by our proprietary SkyHome App or through voice control, and is an open system that can integrate with other smart home devices and systems.

Our Smart Power-Plug is connected through WIFI and BLE, and includes numerous smart features, including scheduling, energy saving-eco

mode, dimming, back-up emergency light, night light, light color changing and more.

We believe that, due to safety, convenience, cost

and time, all hard-wired electrical products, such as light fixtures should become plug and play and smart, as the standard, enabling

consumers to plug their fixture and control them through their smart phones at any time.

The Smart Plug and Play Lighting should contribute

to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries,

and deaths, etc.

This product is in the third and final prototype stage prior to launching, and we expect to begin manufacturing and

marketing, and to commercially launch, our smart lighting in the first half of 2022.

All-In-One Smart Platform :

As most people spend a majority of time in their homes, we believe that they should have an easy

solution to make their homes safe, secured, and smart in a simple way and as the standard.

We believe that our patented advanced-safe-smart

home platform technologies will make homes and buildings safe, have numerous technology features, and smart as a standard, instantly,

in a fraction of time and cost, compared to other market products.

Our all-in-one Advanced-Safe-Smart Platform is designed to enhance

the all-around safety and lifestyle of homes and buildings and can be easily implemented and installed to the ceiling receptacle in both

existing and new homes and buildings within minutes.

Our smart platform includes distinctive advanced smart and safety technologies,

has unique modern designs and is controlled by our proprietary Sky-Home App or through voice control.

It is an open system that can integrate

with other smart home devices and systems.

smart phones serve people as an all-in-one personal smart platform, we believe that our all-in-one smart platform technology enables

every room in homes and buildings to have a smart platform as a standard.

Our smart platform is connected through WIFI and BLE, includes

numerous of smart and safety features, including a smart smoke detector, a smart carbon monoxide detector, time scheduling, temperature

sensor, humidity sensor, WIFI extender, energy saving-eco mode, high quality speakers, back-up battery that can power back-up internet

and an emergency light, as well as dimming, night light, light color changing and more.

The platform’s electrical power and transformer

combined with the size of our platform which represents vast electronic “Real-Estate”

in terms of today’s technology

driven by microchips, enables the platform to accommodate a significant amount of software as well as electronic microchips, while the

unique ceiling location of the platform significantly enhances the performance of all platform’s features, including WIFI and BLE.

Smart Platform is inconspicuous to the décor.

It is designed to install over existing ceiling electrical outlet boxes while allowing

any pre-existing fixture to reconnect to the same box utilizing our Retrofit Kits.

This innovation gives us access to the best location

for the gathering and distribution of electronic signals, virtually unlimited power for our low-voltage safety and smart features, and

a vast amount of electronic real estate.

open-system Smart Platform will seamlessly integrate unrelated safe and smart products into a single, spatially designed unit whose functionality

is controlled by an all-in-one app, the SkyHome App.

The Smart Platform will eliminate the need for installation of numerous stand-alone

devices and their integration into a working unit.

Smart Platform’s location on the ceiling significantly advances smart home products’

performance, including the speed and

range of both Wi-Fi and Bluetooth, as well as the performance of sensors and alarms.

adoption of the Smart Platform should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls,

electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths, etc.

takes only minutes and fixtures previously hung from that location can still be plugged into the Smart Platform.

product is in the second generation stage prototype, and we expect to begin manufacturing and marketing, and to commercially launch,

our all-in-one Smart Platform in the second half of 2022.

Sustainability

aim to provide safe and sustainable solutions to consumers, who increasingly consider sustainability and energy efficiency when purchasing

We believe that creating sustainable products and streamlining our operations drives efficiency, innovation and, ultimately,

long-term value-creation.

In designing and improving our products, we consider and apply sustainability strategies, as appropriate.

example, our products’

features include an energy savings eco mode, which can help users reduce their energy consumption, and we

generally use LED lighting in our ceiling fans and light fixtures, which is more energy-efficient than traditional lighting products.

have implemented measures and protocols in order to ensure that our users’

information is safe and fully protected.

level of cyber security measures and protocols to ensure that our software, technologies, servers, products, platform, and devices are

all protected to prevent from any type unauthorized, or illegal access or interference to our software, technologies, servers, products,

platforms, and devices.

products, platforms and devices communicate over MQTT and are encrypted over Transport Layer Security, with each individual product,

platform and device having its own set of certificates, keys, and universally unique identifiers, which ensures that each device can

only communicate with its own topic.

This ensures that even in extreme cases of illegally gaining control over a specific device, it

will not affect any other devices.

login to the platform generates the user a temporary token that grants access to the services for a limited amount of time, which ensures

that there is no permanent access token that can be used by hackers for unauthorized access.

Each token has permissions to access only

the user’s resources.

solutions are designed in a way that the user will need to conduct a restricted set of permissions, thus minimizing the risk of unwanted

users gaining control over other locations.

Plug & Receptacle –

NEC (National Electrical Code) is the U.S.

electrical safety building code, and is the benchmark for safe electrical design, installation,

and inspection to protect people and property from electrical hazards.

It has been adopted in some form in all 50 states in the United

States and is intended to improve safety in U.S.

homes and buildings.

on the safety aspects of the Sky Plug & Receptacle, it was voted into the NEC and is represented by 10 different segments in the

NEC Code Book.

The Company has provided data relating to safety aspects of its receptacle as to electrocutions, fires and ladder falls

of the key votes and segments relating to our technologies in the NEC Code Book was the change of the definition of “receptacle”

in the Code Book, which we believe is one of the most significant additions to the NEC in the past 120 years.

The NEC leads the United

States and globally with respect to electrical safety standards;

as such, we believe the reputable standards of the NEC can assist with

the adoption of our technology in additional countries.

to these new NEC provisions, the Sky Plug & Receptacle enables builders to expedite and obtain a Certificate of Occupancy without

the need to install a light fixture to the ceiling.

and maintaining a strong intellectual property position is one of the most important elements of our business.

We rely on a combination

of patents, copyright, trademarks and trade secret laws, as well as confidential procedures and contractual provisions, to protect our

proprietary technology and our brands.

We enter into confidentiality and proprietary rights agreements with our employees, consultants

and other third parties.

We have sought, and will continue to seek, patent protection for our technology and for improvements to our

technology, as well as for any of our other technologies where we believe such protection will be advantageous.

protect the Sky Technologies intellectual property through various aspects and strategies including broad and particular intellectual

property claims.

We have over 60 U.S.

and global patents and patent applications, including in China, India, and Europe as well in other

countries around the world.

Fifteen patents have been issued.

These patents and patent applications protect different aspects of our

technologies.

We sought intellectual property protection of the Sky Technology in China due to our current manufacturing operations and

prospective sales in China’s market, and we sought protection in India in anticipation of future growth into India’s developing

market, both with respect to the sales of the Sky Technology and our potential operations.

As of December 31, 2021, in the U.S., we owned

seven issued patents, which expire from 2036 to 2038, and six pending or published but not yet issued patents.

Outside of the U.S., we

own eight issued patents, which expire from 2026 to 2039, and 46 pending or published but not yet issued patents.

We intend to diligently

maintain and vigorously defend the intellectual property of Sky Technologies, and to actively and continuously enhance our patent protections

and globally.

issued patents are directed to various aspects our platform technologies, including our smart and standard plug and play products, as

well as our safety and smart platform technologies.

As further innovations are developed, we intend to seek additional patent protection

to enhance and maintain our competitive advantage.

Additionally, we have submitted 10 trademark applications, seven of which have been

issued and three of which are pending.

- General Electric Agreements

have two U.S.

and global agreements with GE related to our products.

first agreement is a U.S.

and Global Trademark Agreement dated June 15, 2011 (as later amended) (sometimes referred to as the “License

Agreement”), which expires November 30, 2023 and is generally renewed for five-year periods.

Pursuant to such agreement, the

Company may use the GE brand logo on certain products, including plug and play smart and standard ceiling fans and Sky’s SQL

standard and smart plug and play devices.

We have exclusive U.S.

and global rights, including Canada, Asia, Europe, China, Australia,

New Zealand and India, subject to a mutually agreed to commercialization plan, to market plug and play smart and standard ceiling

fans and Sky’s SQL standard and smart plug and play devices under the GE brand.

GE will assist us with manufacturing standards,

audit of factories, audit of materials, and quality control under “Six Sigma”

guidelines, as well as with public relations

for products and other.

second agreement is a U.S.

and Global Licensing and Master Service Agreement dated June 14, 2019.

The agreement expires on June 14,

2024 and includes automatic renewal provisions.

Pursuant to such agreement, GE’s licensing team has the rights to exclusively

license Sky’s Standard and Smart plug-and-play products in the U.S.

and worldwide.

Pursuant to the agreement, we expect that

GE’s licensing team will seek and arrange licensee partners for our products in the U.S.

and globally, including negotiating

agreement terms, managing contracts, collecting payments, auditing partners, assisting with patent strategy and protection, and assisting

in auditing product quality control under the “Six Sigma”

For products licensed to third parties, we and

GE will each receive a specified percentage of the earned revenue realized from such licensing, unless otherwise provided in the

applicable statement of work.

June 15, 2011, we entered into the License Agreement with GE, pursuant to which we have the right to market certain ceiling light and

fan fixtures displaying the GE brand.

We and GE subsequently amended the License Agreement, including on April 17, 2013, August 13, 2014,

September 25, 2018, May 2019 and December 1, 2020.

The License Agreement imposes certain manufacturing and quality control conditions

that we must maintain in order to continue to use the GE brand.

The License Agreement is nontransferable and cannot be sublicensed.

termination clauses are applicable to the License Agreement;

however, none were applicable as of December 31, 2021.

August 13, 2014, we entered into a second amendment to the License Agreement pertaining to our royalty obligations.

Under the initial

terms of the amendment, we agreed to pay to GE a minimum trademark license fee of $12.0 million by November 30, 2018 (the “Initial

Royalty Obligation”) for the rights assigned in the original contract.

The amendment provided that, if we did not pay to GE royalties

equal to the Initial Royalty Obligation over the term of the License Agreement, we would owe the difference to GE in December 2018.

are expanding our relationship with GE to collaborate on mutual capabilities, and in December 2020, we entered into the current amendment

to the License Agreement.

The amendments following the second amendment expanded our product range, including smart, and added additional

global territory rights.

The License Agreement has been extended for an additional five years and expires on November 30, 2023.

to the third amendment, entered into September 2018, the approximate remaining $10.0 million Initial Royalty Obligation that was due

on November 30, 2018 was waived, and we agreed to pay GE an aggregate amount of $6.0 million, consisting of three annual installments

of $2.0 million to be paid to GE in each of December 2018, 2019 and 2020.

In December 2020, we entered into the current amendment, which

restructured the royalty payment obligations due of approximately $4.4 million, plus $0.7 million in interest.

We agreed to pay a total

of $5.1 million to GE in quarterly installments through December 2023, including $100,000 due December 2020, an aggregate of $500,000

due in four equal installments in 2021, an aggregate of $1.2 million due in four equal installments in 2022 and an aggregate of $3.3

million due in four equal installments in 2023 (the “Minimum Payments”).

In the event the Company receives significant funding

rounds of at least $50.0 million in funding, it is required to use a portion of such funding to pay certain amounts to GE.

Payments will be in addition to the royalty payments made to GE during the respective year, as set forth below.

payments are due quarterly, using a December 1 –

November 30 contract year and based upon the prior quarter’s sales.

payments will be paid from sales of GE branded product subject to the following repayment schedule:

Net Sales in Contract Year

Percentage of Contract Year Net Sales owed to GE

$0 to $50,000,000

$50,000,001 to $100,000,000

$100,000,000+

Payment Due Date

1 through February 28/29

1 through May 30

1 through August 31

1 through November 30

Company is obligated to pay to GE a royalty minimum of $12,000,000 in the aggregate during the term of the License Agreement.

If, at the end of the term of the License Agreement, the total of all royalty payments paid pursuant to the License Agreement

does not total $12,000,000, the Company must pay to GE the difference between $12,000,000 and the amount of royalties actually

paid to GE through the end of the term of the License Agreement.

Distribution Channels

furtherance of our Business Model, the Company sought to establish trade distribution channels with key retailers.

In July 2012,

the Company entered into a sales and marketing agreement with Design Solutions International, Inc.

(“DSI”), a privately

held, lighting industry design and marketing firm.

In 2015, DSI was acquired by NBG Home, a leading global designer, manufacturer

and marketer of home décor products (the “DSI Agreement”).

Under the terms of the DSI Agreement, which remains

in effect, DSI serves as the Company’s exclusive sales representative for all its products and goods in the United States

For its services, DSI receives a commission based on net sales.

In addition to DSI’s sales and marketing support,

the Company’s products will also be sold through GE’s lighting sales group as a condition of the License Agreement.

the recent addition of lighting and electronic sales and marketing professionals to its management team, the Company is further

strengthening its distribution efforts to key retailers and expanded its target market to include commercial entities such as

home builders and hotels.

Party Manufacturing

The Company’s Business Model entails

the use of third party manufactures to produce the SQL Technology and the ceiling fans and light fixtures in which SQL Technology

The manufacturers currently used by the Company are located in Guangdong province of China and with respect to products

that bear the GE logo, as required by the Licensing Agreement with GE, such manufacturers must be approved by GE to ensure quality

standards are met.

To further ensure that quality specifications are maintained, the Company maintains an office in the Guangdong

province staffed with GE trained auditors who will regularly inspect its products produced by the third-party manufacturer.

On April 13, 2016, the Company entered into

a Line of Credit Promissory Note with a third party (the “Line of Credit”) in the principal sum of up to ten million

Dollars (US $10,000,000) to support purchase orders, inventory and general working capital needs.

On January 31, 2018, the

Company entered into an agreement to extend the Line of Credit through January 10, 2019.

The Company may draw and/or repay this

Line of Credit from time to time until the maturity hereof.

The note provides for monthly payments of interest at nine percent

(9%) per annum on outstanding principal and matures on January 10, 2019, at which time the full principal amount and accrued but

unpaid interest become due.

and Personnel

Beginning in 2015 and throughout 2017, Rani

Kohen, the Company’s founder and executive chairman, entrepreneur, and inventor of the SQL Technology, began building the

Company’s sales and marketing team by hiring electronic and lighting industry executives, many of whom had previously worked

at General Electric.

John Campi, former executive vice president of Chrysler and senior vice president of procurement and vendor

management for Home Depot and DuPont, as its chief executive officer;

Patricia Barron, former president of LTG Services (a product

compliance safety testing company), as chief operating officer;

Michael Perrillo, former CEO of DSI, joined the Company as a full-time

consultant to enhance and expand sales objectives, particularly toward construction/home builders, hotels and other sales channels

that the Company is targeting.

Mark Wells, former General Manager of Consumer Lighting for GE, joined the Company in August 2016

as our President.

In addition, through 2017 we hired John Poole, former general manager of sales for GE Lighting, as Vice President

of Retail Sales;

Steve Briggs, former general manager of Global Product Lighting for GE, as Senior Vice President of Product Development.

The Company also began building its accounting IT infrastructure and internal controls with the hiring of Julio Plutt, CPA, a former

auditor with KPMG as Executive VP of Accounting & Finance

2017, the Company continued to expand its staff and team of engineers to develop the SQL Technology and Smart SQL.

Fundraising, Previous Offerings and Stock Sales

2013 and 2014, the Company obtained capital resources necessary to begin implementation of its Business Model pursuant to the

Notes Offering (as defined below), and during 2016 and 2017, through additional stock offering and private sales, the Company

obtained additional capital resources to further implement its Business Model.

Notes and Warrants Offering;

Issuance of Series A Preferred Stock

November 2013 through June 2014, the Company raised capital resources pursuant to an offering (the “Notes Offering”)

of its 12% and 15% Secured Convertible Promissory Notes, convertible into shares of Common Stock at $0.25 per share (each a “Convertible

and collectively, the “Convertible Notes”), and five (5) year Common Stock warrants to purchase shares

of Common Stock at $0.375 per share (each a “Note Warrant”

and collectively, the “Note Warrants”).

November 26, 2013, May 8, 2014 and June 25, 2014 we concluded closings of the Notes Offering with certain accredited investors

(which in all cases herein, is as defined under Regulation D, Rule 501 of the Securities Act), in the aggregate principal amount

of $4,270,100.

Investors in the Notes Offering also received registration rights, whereby the Company agreed to prepare and file

a registration statement registering the shares underlying the Convertible Notes and Note Warrants within sixty (60) days after

the applicable closing, and to cause such registration statement declared effective by the SEC within ninety (90) days thereafter

(the “Note RRAs”).

Offering Related Issuances

to a letter agreement, dated January 23, 2015, between the Company and most holders of the November 26, 2013 and May 8, 2014 Convertible

Notes, the Company issued 2,343,191 shares of Common Stock upon conversion of the following amounts, as applicable, at a price

of $0.25 per share:

(i) penalties accrued under the Note RRAs, because the Company was unable to file a registration statement

and to have it declared effective on time, pursuant to the terms of the Note RRAs dated as of November 26, 2013 or May 8, 2014;

(ii) interest accrued pursuant to an Agreement and Waiver, dated December 11, 2014, between the Company and most holders of the

November 26, 2013 Convertible Notes, which extended the due date for the first interest payment under such holders’

Notes for 90 days, in exchange for capitalization of such interest due at a rate of 12% per annum;

and (iii) the first interest

payment due under each such holder’s November 26, 2013 Convertible Note.

November 2015 and July 2016, most holders of the Convertible Notes agreed to forbear making an election under their respective

Convertible Notes until (ultimately) August 15, 2016, pursuant to one or more forbearance agreements, as applicable, during such

time interest under their respective Convertible Notes continued to accrue.

Interest amounts due through August 15, 2016 were

paid in full by such date.

The August 2016 Series A Preferred Stock

In July 2016, the Company requested that each

holder of Convertible Notes indicate its election to (i) redeem its Convertible Note, (ii) convert its Convertible Note into shares

of Common Stock or (iii) convert its Convertible Note into shares of Series A Preferred Stock (the “Preferred Option”),

in each case by August 15, 2016.

For those holders electing the Preferred Option, each holder received shares of Series A Preferred

Stock on a 1 to 1 ratio to the number of shares of Common Stock which were then convertible as unpaid principal under such holder’s

respective Convertible Note.

The Series A Preferred Stock is convertible into shares of Common Stock at the same conversion price

as the Convertible Notes (i.e., USD $0.25 per share), and pays dividends quarterly at a rate of six percent (6%).

Preferred Stock will be convertible upon the election of the holder thereof.

Pursuant to elections received and effective as of

August 15, 2016, the Company thereafter issued 13,456,936 shares of Series A Preferred Stock in exchange for $3,364,234 in outstanding

Convertible Note balance.

As of December 31, 2017, interest under all

Convertible Notes was paid and all Convertible Notes had been redeemed or converted into shares of either Common Stock or Series

A Preferred Stock.

2017 Warrant Exercises and Issuance

August 30, 2017, the Company invited holders of shares of Series A Preferred Stock to (i) exercise their one or more Note Warrants

in full, on a cashless basis based on an exercise price of $5.00 per share, and (ii) receive new warrants to purchase a number

of shares of Common Stock which is equal to 10% of the number of shares of Series A Preferred Stock held by such holder (or the

number of shares of Common Stock that were issuable upon conversion of the principal balance of a holder’s Convertible Note(s)

prior to conversion), at an exercise price of $3.30 per share (the “2017 Exchange Warrants”).

In exchange, the Company

asked the holders to (a) lock-up their shares of Common Stock or derivatives thereof for one year and (b) waive their rights,

if any, under the one or more Note RRAs.

As of December 31, 2017, the Company received

notices to exercise Note Offering Warrants from 22 different Note Warrant holders (constituting 28 Note Warrants), electing to

exercise their Note Warrants, which equaled an aggregate of 4,367,100 shares of Common Stock, into 4,039,568 shares of Common Stock

on a cashless basis.

The Company thereafter issued all 4,039,568 shares of Common Stock and the 28 Note Warrants were terminated.

In addition, pursuant to the foregoing, the Company issued 23 2017 Exchange Warrants exercisable into, in the aggregate, up to

838,040 shares of Common Stock at an exercise price of $3.30 per share.

The Company inadvertently issued 92,500 shares of Common

Stock in connection with the exercise of the Note Warrants and is in the process of cancelling such shares.

2015 Stock Offerings

in May 2015, we conducted an offering of up to $4,000,000 of restricted shares of Common Stock, no par value per share, at $0.60

per share to certain accredited and non-accredited investors (the “First 2015 Stock Offering”), and beginning in November

2015, we conducted an offering of up to $2,000,000 of restricted shares of Common Stock, no par value per share, at $1.00 per

share to certain accredited and non-accredited investors (the “Second 2015 Stock Offering”).

In both offerings, the

Company entered into a registration rights agreement with each investor, whereby the Company agreed to, and did, file a registration

statement to register the subscribed for shares of Common Stock within one hundred fifty (150) days after the date of such agreement.

June 12, 2015 and November 6, 2015, the Company completed three closings of the First 2015 Stock Offering, representing aggregate

gross proceeds to the Company of $2,269,600, and issued 3,782,666 shares of Common Stock.

Between December 24, 2015 and February

19, 2016, the Company completed two closings of the Second 2015 Stock Offering, representing aggregate gross proceeds to the Company

of $800,000, and issued 800,000 shares of Common Stock.

2016 Stock Sales

April 4, 2016, the Company entered into a securities subscription agreement with an accredited investor, pursuant to which the

Company sold 2,000,000 shares of Common Stock at a purchase price of $2.50 per share, resulting in gross proceeds to the Company

of $5,000,000 (the “First 2016 Stock Sale”).

In addition, the Company issued to the investor a one-year warrant to

purchase up to 1,666,667 shares of Common Stock at an exercise price of $3.00 per share.

On March 24, 2017, such warrant was exercised

in full, resulting in additional gross proceeds to the Company of $5,000,000, and the Company issued 1,666,667 shares of Common

May 10, 2016, the Company entered into a securities subscription agreement with an accredited investor, pursuant to which the

Company sold (i) 675,000 shares of Common Stock at a purchase price of $2.60 per share;

(ii) a three-year warrant to purchase

up to 1,350,000 shares of Common Stock at an exercise price ranging between $3.00 and $3.50 per share (depending on the date of

and (iii) a right to subsequently receive Volume Warrants to purchase up to 1,350,000 shares of Common Stock at $3.00

per share (the “Second 2016 Stock Sale”).

September 22, 2016, the Company entered into a securities subscription agreement with an accredited investor, pursuant to which

the Company sold (i) 30,000 shares of Common Stock at a purchase price of $2.60 per share, (ii) an option to purchase an additional

30,000 shares of Common Stock at a purchase price of $2.60 per share within 90 days (which such investor has provided notice of

an intent to exercise), (iii) a three-year warrant to purchase up to 60,000 shares of Common Stock (or 120,000 shares if the option

in item (ii) is exercised) at an exercise price ranging between $3.00 and $3.50 per share (depending on the date of exercise),

and (iii) a right to subsequently receive Volume Warrants to purchase up to 120,000 shares of Common Stock at $3.00 per share

(the “Third 2016 Stock Sale”).

“Volume Warrants”

refer to unissued warrants that will only become issuable

upon (i) the Company meeting specified thresholds based on the Company generating earnings before interest, taxes, depreciation

and amortization (EBITDA) in a fiscal year during the warrant term, (ii) completion of a private placement of a minimum of $15,000,000

at specified pre-money valuation thresholds, or (iii) the sale of at least fifty percent (50%) of the Company’s assets at

pre-money valuation thresholds ranging from $350,000,000 to $1,000,000,000.

Second 2016 Stock Sale resulted in aggregate gross proceeds to the Company of $1,755,000 and the Third 2016 Stock Sale resulted

in aggregate gross proceeds to the Company of $78,000.

In addition, the Company could receive up to an amount between $4,230,000

and $4,935,000 in gross proceeds upon exercise of warrants issued in both sales, depending on the timing of such exercise, and

could receive additional proceeds of up to $4,410,000, if all the Volume Warrants are subsequently issued and fully exercised

by the holder thereof.

on September 22, 2016, the Company issued 150,000 shares of Common Stock to an accredited investor, in exchange for $405,000 in

cash, for a price of $2.70 per share.

In connection with the sale, the Company granted warrants to purchase up to 750,000 shares

of Common Stock exercisable at a price per share of $3.00 per share, which expire on January 1, 2022.

2017 Stock Sales

February 21, 2017, the Company entered into a securities subscription agreement with an accredited investor, whereby such investor

subscribed for and received 20,000 shares of Common Stock for $3.00 per share and a five-year option to purchase up to 100,000

shares of Common Stock at $3.00 per share.

On February 23, 2017, the Company received gross proceeds of $60,000 from the subscriber,

and on May 2, 2017, the Company issued 20,000 shares of Common Stock pursuant thereto.

March 24, 2017, the Company entered into a securities subscription agreement with an accredited investor, whereby such investor

subscribed for and received 33,000 shares of Common Stock for $3.00 per share and a five-year option to purchase up to 165,000

shares of Common Stock at $3.00 per share.

On March 24, 2017, the Company received gross proceeds of $99,000 from the subscriber,

and on May 2, 2017, the Company issued 33,000 shares of Common Stock pursuant thereto.

April 11, 2017, the Company entered into a securities subscription agreement with an accredited investor, whereby such investor

subscribed for and received 16,666 shares of Common Stock for $3.00 per share and a five-year option to purchase up to 50,000

shares of Common Stock at $3.00 per share.

On April 4, 2017, the Company received gross proceeds of $50,000 from the subscriber,

and on May 2, 2017, the Company issued 16,666 shares of Common Stock pursuant thereto.

sales made in connection with securities subscription agreements dated February 21, 2017, March 24, 2017 and April 11, 2017 shall

hereinafter be referred to as the “2017 Stock Sales”.

The 2017 Stock Sales resulted in aggregate gross proceeds to

the Company of $209,000.

Overview and Competition

currently face competition from traditional lighting technologies.

There are numerous traditional light manufacturing companies,

worldwide, many of which are significantly larger than us.

Traditional lighting technologies have the advantage of a long history

of market acceptance and developed relationships with retailers and distributors.

We will actively seek to educate our target

markets as to the advantages of our technology compared to traditional installation methods and believe the achievement of this

objective is critical to our future.

Although our technology is proprietary, and patent protected, there can be no assurance that

a large conventional lighting company will not invent a competing technology that offers similar installation efficiencies and

enter the market and utilize its resources to capture significant market share and adversely affect our operating results.

believe our products with the SQL Technology can effectively compete against traditional lighting in the areas of installation,

maintenance and safety.

The SQL Technology offers the advantage of ease of installation and replacement.

This feature is superior

to other lighting systems, which can require the service of professional electricians to install and remove.

Once SQL’s

socket is correctly installed in a ceiling or wall electrical junction box, there is no exposure to live electrical wires resulting

in an additional advantage in safety.

Furthermore, the installation of our socket, which weighs approximately four (4) ounces,

requires significantly less work and exertion compared to traditional ceiling light or fan fixtures, which ordinarily weigh more

than ten (10) pounds and can weigh hundreds of pounds.

There can be no assurance, however, that the current competitors directly

involved in this industry or a new competitor will not develop processes or technology which will allow them to decrease their

costs, and consequently, erode our price advantage.

is significant competition in the ceiling lighting and fan market place;

however, we believe we have a competitive advantage due

to the strength of the SQL Technology.

This competitive advantage extends to customers both in the residential as well as the

commercial markets.

The SQL Technology is patented or trademarked in the United States of America, Canada, Mexico, Hong Kong,

China, and Australia.

The Company faces competitive forces from traditional approaches towards ceiling lighting and fans installations.

While it is unclear whether SQL’s unique technology will gain significant market penetration, the Company believes that

its safety and installation efficiency features will gain market acceptance since it significantly reduces the time necessary

to install such fixtures and, after a one-time installation of the socket component, eliminates further exposure to electrical

wires when used in conjunction with fixtures in which the plug is installed.

further bolster the Company’s competitive position, the Company engaged the support of DSI, a lighting design and marketing

firm whose existing customer base includes Walmart, Costco, The Home Depot, BJ’s Wholesale Club, Sam’s Club and other

major retailers throughout North America.

In 2015, DSI was acquired by NBG Home, a leading global designer, manufacturer and marketer

of home décor products.

Under the terms of the DSI Agreement, which remains in effect, DSI serves as the Company’s

sales representative for all its products and goods in the United States and Canada.

For its services, DSI receives a commission

based on net sales.

The Company’s products will also be sold through GE’s lighting sales group as a condition of it

License Agreement.

The Company’s recent addition of lighting and electronic sales and marketing professionals will further

strengthen its distribution efforts to key retailers, in addition to launching a marketing program to commercial entities such

as home builders and hotels.

market our product to retailers and other customers who purchase large quantities of ceiling fans and lighting fixtures.

This includes OEM manufactures, electrical distributors, large “big box”

retailers, builders, hotels, casinos and

industrial and commercial lighting and fan manufactures.

believe that this market will benefit from the time saved in installing fixtures and the safety features achieved from the elimination

of exposed electrical wires once the SQL Technology socket is installed in the junction box.

As of March 31, 2018, we had Thirteen full time

employees in the United States of America and six full time employees in the Peoples Republic of China.

We also employ independent

contractors to support our operations.

We have never had a work stoppage, and none of our employees are represented by a labor

We have not experienced any work stoppages and consider our relations with our employees to be good.

salaried employees include the Company’s founder, Executive Chairman and Chairman of our Board, Rani Kohen, who serves as

an executive of the Company on operational activities;

John Campi, who serves as the Company’s Chief Executive Officer;

Mark Wells, who serves as the Company’s President;

Steve Briggs, who serves as the Company’s Senior Vice President

of Product Development;

Julio Plutt, who serves as the Company’s Executive VP of Accounting & Finance;

Patricia Barron,

who serves as the Company’s Chief Operations Officer, and John Poole, who serves as the Company’s Vice President of

Retail Sales;

purchase ceiling fans for early spring and summer sales.

As a result, the Company sells more of this product in the October through

February time period.

The Company has begun to market lighting fixtures that will reduce the impact of seasonal influences to

its sales growth, as lighting products do not lend themselves to seasonal purchases.

During periods of economic expansion or contraction

our sales by quarter may vary significantly from this seasonal pattern.

Furthermore, the Company’s entry into the commercial

sector of home and hotel building is expected to reduce the Company’s exposure to seasonality of its revenue creation.

of December 31, 2021, the remaining royalty obligations amounted to $3,838,000.

Minimum future payment obligations are approximately

Total principal payments

management members include leading executives from various industries and have joined us as they believe in our vision, technology,

and strategy.

Many of our key personnel are employed pursuant to an employment agreement or a consulting agreement.

of December 31, 2021, we had 31 total employees and consultants, 26 of which are full time.

We also employ independent contractors to

support our operations.

We have never had a work stoppage, and none of our employees are represented by a labor union.

We have not experienced

any work stoppages and consider our relations with our employees to be good.

We expect to continue to expand our staff and team of engineers

to develop the Sky smart technologies.

human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our current

and future employees.

We encourage and support the growth and development of our employees.

Continual learning and career development

is advanced through ongoing performance and development conversations with employees, and reimbursement is available to employees for

seminars, conferences, formal education and other training events employees attend in connection with their job duties.

core values of accountability, openness and integrity underscore everything we do and drive our day-to-day interactions.

health and wellness of our employees is a top priority.

business strategy is to enhance all around safety and advance smart living lifestyle in homes and other buildings.

commercial launch of our advanced and smart products, we plan to educate retail and commercial consumers about our products through a

coordinated public relation campaign that will cover the safety aspects of our products and all the related hazardous incidents and property

damage that our products can prevent, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries,

deaths and more.

will also educate on all our advanced smart technology features.

We believe our total addressable market in the

United States exceeds 500 billion dollars, based on the Company’s internal calculations derived from the estimation of the total

target user pool, projected average selling price, and projected units per household.

We believe there are billions of installations

of light and other electrical fixtures globally.

Our estimates of the addressable market for our products may prove to be incorrect.

The projected demand for our products could materially differ from actual demand.

Even if the total addressable market for our products

is as large as we have estimated and even if we are able to gain market awareness and acceptance, we may not be able to penetrate the

existing market to capture additional market share.

and Seed Strategy :

We expect to lead by selling our highly disruptive line of products through a variety of channels as well

as seed our products through licensing to various industries.

Through Direct Sales :

We expect to sell our products through various representatives to online customers, builders, rental

properties, hotels, big box retail, OEM customers and more.

We expect to sell our products to personal consumers primarily through

direct sales via our website, to large retailers, distributors and dealers, and through warehouse programs.

We plan to rely primarily

on product distribution arrangements with third parties and expect that our multi-channel sales strategy will evolve and expand in

We expect our primary customers to be retail consumers, retail showrooms, builders residential/commercial, hotels, OEM

and licensing.

Through Licensing :

After our public relation campaign and our official product launch, we expect to license a variety of our

standard and smart products to companies in various industries, including electrical companies, lighting and ceiling fan companies, as

well as smart home companies.

We intend to expand our sales and marketing operations and activities and intend to build strong customer

relationships and expand our brand awareness.

As part of our sales campaign, we intend to use

online channels and also may also utilize social media influencers.

As part of the launch of certain products, we may allow customers

to pre-order prior to general availability.

Our future revenue streams may also include data aggregation and subscriptions.

We can provide

no assurance that we will be able to successfully expand our operations or activities, gain market awareness or acceptance of our products,

or achieve our expectations described above.

products and technologies can be used in new and existing homes and buildings, including by builders, rental properties, hotels, cruise

ships, elder living facilities, schools, hospitals, offices, commercial, and retail.

We provide a one-year full performance warranty

on all of our products, as well as part replacements.

We intend to provide extended warranty coverage plans in the future.

on the significance of the safety aspects and lifestyle features of our products, we believe that our products are a necessity in most

rooms, homes, and other buildings, both in the U.S.

and globally, and that they can help prevent most related hazardous incidents in

homes and buildings, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.

Therefore, we believe our product is a necessity in rooms, homes and other buildings.

believe that our series of highly disruptive advanced-safe-smart platform technologies are a necessity as they are expected to disrupt

and positively influence various industries, both in the U.S.

and globally.

We believe that due to ease of the installation, time savings, cost savings on installations and the safety aspect

of our product, our product provides a competitive advantage within the light fixture, ceiling fan and smart home industries.

believe that all light fixtures should become plug and play, smart and controlled by an app as a standard, and that light fixtures

should be installed to the ceiling within seconds, safely and without the need to touch dangerous electrical wires.

Our product is

intended to help prevent most of related ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries,

Fan Industry :

We believe that due to the ease of installation, time savings, cost savings on installations and the safety aspect

of our product, our product is a necessity for the ceiling fan industry.

believe that all ceiling fans should become plug and play, smart and controlled by an app as a standard, and that ceiling fans should

be installed to the ceiling within seconds, safely and without the need to touch dangerous electrical wires.

Our product is intended

to help prevent most of related ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.

Home Industry :

We believe that due to ease of the installation, time savings, cost savings on installations and the safety aspect

of our product, our product is a necessity for the smart home industry.

believe that homes and buildings should become safe and smart as a standard.

Our Advanced All-In-One Safe Smart Sky Platform enables

rooms, homes, and buildings to become safe and smart instantly.

Advanced Smart Sky Platform significantly enhances smart home products’

performance, including the speed and range of both

Wi-Fi and Bluetooth, as well as the performance of sensors and alarms.

We believe that widespread adoption of the Smart Sky Platform

should contribute to the elimination of most related hazardous incidents in homes and buildings including ladder falls, electric

shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.

Therefore, we believe our product is a necessity in

rooms, homes, and buildings.

Advanced All-In-One Safe Smart Sky Platform can be used in existing homes and buildings, by builders, rental properties, hotels,

cruise ships, elder living facilities, schools, hospitals, offices, commercial, retail and other.

intend to launch our new universal power plug, our SkyHome App, and our smart universal plug, as well as the smart ceiling fans and lighting

fixtures containing such plug, in the first half of 2022 and our all-in-one Smart Sky Platform in the second half of 2022.

products to market will require us to take certain steps, including, but not limited to, the following:

Manufacturing :

While we have manufactured and sold our prior products, and intend to continue to use the third-party manufacturers with which we

have an ongoing relationship, we have not yet begun manufacturing our new advanced or smart products.

We expect it may take approximately

90 days to complete manufacturing of our new universal power plug and/or our smart universal plug after we place an order.

it may take longer than expected due to, among other things, difficulties finding suppliers, shipping delays resulting in late deliveries

of necessary supplies and materials, chip shortages and geopolitical matters.

and Public Relations :

We will need to gain brand awareness and attract customers.

connection with our product launch, we plan to educate retail and commercial consumers about

our products through a coordinated public relation campaign that will cover the safety aspects

of our products and all the related hazardous incidents and property damage that our products

can contribute to preventing, as well as our advanced smart technology features.

rely, and plan to rely primarily, on product distribution arrangements with third parties.

We expect to enter into additional sales, distribution and/or licensing agreements in the

future, and we may not be able to enter into these agreements on terms that are favorable

to us, if at all.

We may also need to hire additional sales personnel.

While we have received a variety of final electrical code approvals, including

Underwriters Laboratories (“UL”), United Laboratories of Canada (cUL) and Conformité

Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book, we may need or

desire to obtain additional UL, cUL or CE certifications for new product configurations,

which may increase the time and costs to complete our product launches.

In addition, we may

be unable to obtain new certifications or NEC mandatory status for our product offerings

within a reasonable time, or at all.

Revenue Stream

believe our products will enable us to access a global market with multiple revenue streams, including:

market with numerous potential product applications

Royalties/Licensing

of product and licensing rights to additional countries

from the Sky Plug & Receptacle.

Management has agreed to license products in the U.S.

and globally through the efforts of

its GE licensing and trademark agreements.

We anticipate we will also license our smart technologies products currently in development.

Selling/Licensing

Country Rights.

Management is considering selling and licensing marketing rights to certain countries in exchange for payment

and on-going royalties.

We currently generate revenue from our product sales, and management will strive to achieve strong market penetration

worldwide for our current products and products in development.

We have previously sold our standard products in the United States, Canada

and Mexico, and expect to begin selling our new smart products in these markets in 2022.

We intend to expand our sales footprint in certain

countries in Latin America, Europe and Asia.

We may be unable to gain market acceptance in such markets and cannot provide any assurance

that we will be successful in our efforts to expand our market reach.

& Monitoring Services.

Our future plans include offering subscription services as part of our Smart Sky Platform, including,

among other services, communications, fire alarms, home intrusion alerts, emergency response services and monitoring services.

platform will include, among other features, a smart smoke detector, a smart carbon monoxide detector, and a WIFI extender.

to expand our operations to enable us to provide services relating to these functions, including high-speed internet services, monitoring

systems designed to sense movement, smoke, fire, carbon monoxide, temperature, and other environmental conditions and hazards, monitor

home access and visitors and address personal emergencies such as injuries and other medical emergencies.

We intend to market such services

to homeowners and other types of facilities, including rental properties, hotels, cruise ships, elder living facilities, schools, hospitals,

offices, commercial, and retail.

Our ability to provide such services will depend on a variety of factors, including, but not limited

to, subscriber interest and financial resources, any applicable licensing and regulatory compliance, our ability to manage our anticipated

expansion and to hire, train and retain personnel, and general economic conditions.

We may partner with other businesses to provide such

We expect to begin providing such services in 2023, but cannot provide any assurance that we will be able to do so.

began as Safety Quick Light LLC in 2004 and started developing the Sky Plug & Receptacle technology in 2007 for installation of light

fixtures and ceiling fans during manufacturing and as a Retrofit Kit for installing the Sky Technology in existing light fixtures and

ceiling fans.

Historically, we have sold over hundreds of thousands of units of the Sky Plug & Receptacle technology through original

equipment manufacturing and through other channels to lighting manufacturers and retailers who installed the Sky Plug & Receptacle

technology into their lighting fixtures for sale at retail stores.

We also sold, directly to retailers, approximately hundreds of thousands

of Sky Plugs & Receptacles embedded with ceiling fans.

our inception, we have sold hundreds of thousands of units of our standard Sky Plug & Receptacle.

Since 2015 we generated over $29

million in sales.

We have wound down our standard product sales by discontinuing production of light fixtures and ceiling fans that include

the older version of our standard Sky Plug & Receptacle, in favor of licensing our product and developing our Smart Power-Plug and

Smart Sky Platform technologies.

hold over 60 U.S.

and global patents and patent applications and have received a variety of final electrical code approvals, including

UL, United Laboratories for Canada (cUL) and Conformité

Européenne (CE), and

2017 and 2020 inclusion in the NEC Code Book.

Manufacturing and Suppliers

business model entails the use of third-party manufacturers to produce the Sky Technology product.

The manufacturers currently used by

us are located in China and, with respect to products that bear the GE logo, as required by the Licensing Agreement with GE, such manufacturers

must be approved by GE to ensure certain quality standards are met.

To further ensure that quality specifications are maintained, we

maintain an office in the Guangdong province in China that is staffed with GE trained auditors who regularly inspect the products that

are being produced by third-party manufacturers.

materials used in our products include copper, aluminum, zinc, steel, acrylonitrile butadiene styrene (ABS) plastic and wood.

purchase integrated circuit chip sets or other electronic components from third-party suppliers or rely on third-party independent contractors,

some of which are customized or custom made for us.

While we have experienced shortages in obtaining necessary materials, including zinc,

copper and steel, as well as integrated circuit chips to be used in our products, we have been able to make other arrangements and find

additional suppliers as necessary.

With respect to circuit chips, we believe we have obtained a sufficient number to manufacture our

products by the anticipated launch date.

Going forward, we believe we can obtain more chips and other materials as needed within a reasonable

time period and may be able to replace difficult to acquire components with different products or modify our design if necessary.

matters may also impact our manufacturing.

principal suppliers are Mei Pin Metal & Electrical Co., Ltd (Guangdong, China), Siterwell Electronics Co., Ltd (Zhejiang, China),

Zhongshan Paragon Source Lighting Co., Ltd.

(Noble) (Zhongshan, Guangdong, China), Artisan Industrial Co., Ltd.

(Jiangmen, Guangdong,

China) and Youngo Limited (Aircool) (Huizhou City, Guangdong, China).

believe our technologies are highly disruptive and with an edge compared to other market technologies.

Our competitors vary based on

our products, market, and industry.

main competitors for our Universal Power Plug and Play, Sky Plug & Receptacle product are:

To the best of our knowledge we do

not have direct competition at this point to Universal Power Plug and Play, Sky Plug & Receptacle product, although all lighting

and ceiling fan manufacturers are potential competitors.

main competitors for our Smart Universal Power Plug and Play Sky Plug & Receptacle product are:

To the best of our knowledge

we do not have direct competition at this point to Smart Universal Power Plug and Play Sky Plug & Receptacle product, although

all lighting and ceiling fan manufacturers are potential competitors.

main competitors for our Smart Plug and Play Light Fixture products are:

To the best of our knowledge we do not have direct competition

at this point to our Smart Plug and Play Light Fixtures, although there are lighting manufacturers that have smart lights that are

controlled through smart wall switches/app or other, including companies such as Casainc, Global Electric, Designers, Fountain, Enbrighten,

NBG, Minka, Hampton Bay and other.

To the best of our knowledge there are no other light fixtures that have an all-in-one combination

of light fixtures that have both plug and play and smart.

main competitors for our Smart Plug and Play Ceiling Fan Products:

To the best of our knowledge we do not have direct competition

at this point to our Smart Plug and Play Ceiling Fan products, although there are ceiling fan manufacturers that have smart fans

that are controlled through smart wall switches/app or other, including companies such as Hunter, Minka, Home Decorators, Fanomation,

Modern Homes, Hampton Bay and others.

main competitors for our Plug and Play All-In-One Safe-Smart Platform product:

To the best of our knowledge we do not have direct

competition at this point to our Plug and Play All-In-One Safe-Smart Platform product, although there are many smart home companies

that can be our competitors, including companies such as, Control 4, Vivent, Apple, Google, Microsoft, Amazon, ADT, Blue, Cove and

many others and many other smart home companies that have a variety of smart home products.

As to the best of our knowledge there

are no other Plug and Play All-In-One Safe-Smart Platform products.

and Environmental Regulation

facilities and operations are subject to federal, state and local laws and regulations relating to environmental protection and

human health and safety.

Some of these laws and regulations may impose strict, joint and several liabilities on certain persons

for the cost of investigation or remediation of contaminated properties.

These persons may include former, current or future owners

or operators of properties and persons who arranged for the disposal of hazardous substances.

Our leased real property may give

rise to such investigation, remediation and monitoring liabilities under environmental laws.

In addition, anyone disposing of

certain products we distribute, such fluorescent lighting, must comply with environmental laws that regulate certain materials

in these products.

believe that we are in compliance, in all material respects, with applicable environmental laws.

As a result, we do not anticipate

making significant capital expenditures for environmental control matters either in the current year or in the near future.

Growth Company

are an “emerging growth company,”

as defined in the JOBS Act, and we may take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies.

107(b) of the JOBS Act provides that an “emerging growth company”

can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an

“emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We have irrevocably opted out of the extended transition period for complying with new or revised

accounting standards pursuant to Section 107(b) of the JOBS Act.

could remain an “emerging growth company”

for up to five years, or until the earliest of (i) the last day of the first

fiscal year in which our annual gross revenues are $1 billion, as adjusted, or more, (ii) the date that we become a “large

accelerated filer”

as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

which would occur if the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the last business

day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible

debt during the preceding three-year period.

a “smaller reporting company”, we are not required to provide the information required by this Item.

UNRESOLVED STAFF COMMENTS

a “smaller reporting company”, we are not required to provide the information required by this Item.

not legally required to do so, we strive to obtain certifications for substantially all our products, both in the United States, and,

where appropriate, in jurisdictions outside the United States.

Products certified by a Nationally Recognized Testing Laboratory (“NRTL”),

such as UL, Intertek Testing Lab (ETL) or Canadian Standards (CSA), bear a certification mark signifying that the product complies with

the requirements of the product safety standard.

UL Standards are used for evaluation of USA products, CSA Standards for Canada and IEC

(International Electrotechnical Commission) Standards for European countries.

We use UL as our main third-party NRTL safety laboratory.

While we have received a variety of safety certifications on our products, including UL, United Laboratories for Canada (cUL), Conformité

Européenne (CE) and IECEE Certification Body (CB) scheme, we may need or desire to obtain additional certifications for new product

configurations, which will increase the time and costs to complete our product launches and which we may be unable to obtain within a

reasonable time, or at all.

In addition, certain electronic products require Federal Communications Commission (“FCC”) certification,

and we have obtained FCC certification on applicable products to ensure electromagnetic interference compliance.

Although we believe

that our broad knowledge and experience with electrical codes and safety standards have facilitated certification approvals, we cannot

provide any assurance that we will be able to obtain any such certifications for our new products or that, if certification standards

are amended, we will be able to maintain such certifications for our existing products.

facilities and operations are subject to federal, state and local laws and regulations relating to environmental protection and human

health and safety.

Some of these laws and regulations may impose strict, joint and several liabilities on certain persons for the cost

of investigation or remediation of contaminated properties.

These persons may include former, current or future owners or operators of

properties and persons who arranged for the disposal of hazardous substances.

Our leased real property may give rise to such investigation,

remediation and monitoring liabilities under environmental laws.

In addition, anyone disposing of certain products we distribute, such

as fluorescent lighting, must comply with environmental laws that regulate certain materials in these products.

We believe that we are

in compliance, in all material respects, with applicable environmental laws.

As a result, we do not anticipate making significant capital

expenditures for environmental control matters either in the current year or in the near future.

History and Information

were originally organized in May 2004 as a Florida limited liability company under the name of Safety Quick Light, LLC.

to a Florida corporation on November 6, 2012 and, effective August 12, 2016, we changed our name from “Safety Quick Lighting &

Fans Corp.”

to “SQL Technologies Corp.”

We currently do business as “Sky Technologies.”

Our principal executive

offices are located at 2855 W.

McNab Road, Pompano Beach, Florida 33069 , and our telephone number is (855) 759-7584.

Our website can be found at www.skyplug.com.

The information contained in or accessible from our website is not incorporated into

this Form 10-K, and you should not consider it part of this Form 10-K.

We have included our website address in this Form 10-K solely

as an inactive textual reference.

are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Act requires us to file periodic reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).

The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file

electronically with the SEC.

These materials may be obtained electronically by accessing the SEC’s website at http://www.sec.gov.

maintain a website at www.skyplug.com , and we make our annual reports on Form 10-K, quarterly reports on Form 10-Q and current

reports on Form 8-K and amendments to those reports available on our website, free of charge, as soon as reasonably practicable after

such reports have been filed with or furnished to the SEC.

Our Code of Business Conduct and Ethics, as well as any waivers from and amendments

to the Code of Business Conduct and Ethics, is also posted on our website.

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 1. Business