What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-08 · 385 added, 354 removed, 332 unchanged (69% of the section changed)

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

As electricity is a standard in every home and building,

our mission is to make homes and buildings become safe advanced and smart as the standard.

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

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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.

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

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

The plug and play technology

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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

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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.

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 enhance and promote safety in homes and

buildings and make them smart, as a standard, in a fraction of the time and cost, as compared to other market

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

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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”

new homes and buildings in just minutes, installing our products is expected to 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.

Similar 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 a standard.

Smart Sky Platform technology is an open system that can integrate with both existing and new smart home features, devices, and systems.

The Smart Sky 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”.

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.

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 Smart Sky Platform.

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.

We expect that all advanced and smart products will be commercially

available during 2023.

As part of the launch of certain

products, we have allowed customers to pre-order prior to general availability.

February 6, 2023 (the “Signing Date”), we entered into the Stock Purchase Agreement (the “Stock Purchase Agreement”)

with the stockholders (the “Sellers”) of Belami, a California corporation, pursuant to which we agreed to acquire all of

the issued and outstanding shares of Belami from the Sellers (the transactions contemplated by the Stock Purchase Agreement, the “Acquisition”).

Belami is a strategic e-commerce lighting and home décor conglomerate that the Company expects will serve as a marketing and growth

platform and will provide several distribution channels, including to retail customers, builders and professionals.

the closing of the Acquisition (the “Acquisition Closing”), Belami’s stock will transfer to the Company, and the Company

will pay to the Sellers as consideration (i) $7.0 million in cash, net of indebtedness (other than permitted indebtedness), transaction

expenses (as provided in the Stock Purchase Agreement), and bonuses to certain employees and consultants, and the release to Sellers

of a $1.0 million payment held in escrow, which the Company paid into escrow on the Signing Date, and (ii) 2,018,692 shares of the Company’s

common stock, no par value (the “common stock”), which is equal to $6.48 million divided by $3.21, which is the average closing

price per share of the common stock on The Nasdaq Stock Market LLC (“Nasdaq”) for the 20 trading days immediately preceding

the Signing Date.

The Company will also pay to the Sellers, on the first anniversary of the Acquisition Closing date (the “Deferred

Payment Date”), (i) $3.22 million in cash and (ii) a number of shares of common stock equal to approximately $6.4 million divided

by the average closing price per share of the common stock on Nasdaq for the 20 trading days immediately preceding the Deferred Payment

Date, subject to a minimum price per share of $3.00 and a maximum price per share of $4.00.

The deferred payment will be increased or

decreased by the amount of a working capital adjustment, as provided for in the Stock Purchase Agreement, and will be subject to offset

for indemnification claims.

Any payment of the working capital adjustment by the Company will be paid one-third in cash and two-thirds

in common stock, equal to such adjustment amount divided by the average closing price per share of common stock on Nasdaq for the 20

trading days immediately preceding the date of the post-closing adjustment, up to 100,000 shares of common stock (with any additional

amount to be paid in cash).

addition, prior to the Acquisition Closing, an amount of cash equal to Belami’s retained earnings is required to be distributed

to the Sellers.

If the amount of cash distributed is insufficient, the Company will be required to deliver a promissory note to Sellers

at the Acquisition Closing equal to the difference between retained earnings and the cash distributed, with a term of one year and an

interest rate equal to the short-term applicable federal rate then in effect.

The Company also agreed to assume Belami’s loan agreement

with PNC Bank, National Association, consisting of a $2.0 million revolving line of credit and a term loan of approximately $2.5 million.

connection with the Acquisition, the Company closed private placement offerings (the “Private Placements”) pursuant to

securities purchase agreements with certain existing Company investors, providing for the issuance and sale by the Company to such

investors of (i) subordinated secured convertible promissory notes in the aggregate principal amount of $10.35 million and (ii)

warrants to purchase an aggregate of up to 1,391,667 shares of the Company’s common stock for certain investors.

The proceeds will be used for the cash

component of the Acquisition consideration and to pay certain transaction expenses in connection with the Acquisition and the

Private Placements.

March 2023, the Company also acquired 50% of the equity of a strategic e-commerce private label lighting website, for $225,000.

50% of the equity is owned by Belami.

The Company expects that this acquisition will serve as another marketing and growth platform for

the Company and will provide additional distribution to both professional and retail channels for the Company’s products.

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

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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.

Our products, including the Smart Sky Platform’s second-generation prototype, incorporate our “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 products and retrofitting

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

As more 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.

with our products, including the Smart Sky Platform, 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 Sky Platform 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.

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

and smart products will be commercially available during 2023.

First Product:

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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

for “plug and play” installation of weight bearing electronics, such as light fixtures, ceiling fans and other electrical

products, into ceiling electrical outlet boxes.

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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”.

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.

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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.

version of our standard Sky Plug & Receptacle in favor of launching our new line of products described below.

– Universal Power-Plug & Receptacle :

Our universal “plug and play”

Sky Plug & Receptacle technology is

Our universal “plug and play” Sky Plug & Receptacle technology is

comprised of two devices.

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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.

and BLE and is designed to control our 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

products, features and specifications, including 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.

male Smart Power-Plug, which includes a smart electronic board, 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 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 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 more.

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

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.

– 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.

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 are an open system that can integrate with other smart home devices and

Our Smart Plug and Play Ceiling Fan 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.

– Smart Plug and Play Lighting :

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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

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

Our smart light fixture 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.

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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.

– All-In-One Smart Sky Platform :

As most people spend a majority of their 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

home platform technologies will make homes and buildings safe, have numerous technological features and smart as a standard, in a fraction

of time and cost, compared to other market products.

Our all-in-one Smart Sky 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 Sky Platform includes distinctive advanced smart and safety technologies, has unique modern designs

and is controlled by our proprietary SkyHome 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 Sky 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

Our Smart Sky Platform is connected through WIFI and BLE, includes

numerous 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.

The platform’s electrical power and transformer,

combined with the size of our platform’s data storage space, 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 the platform’s features,

including WIFI and BLE.

Smart Sky 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 Sky Platform is intended to 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 Sky Platform will eliminate the need for installation

of numerous stand-alone devices and their integration into a working unit.

Smart Sky Platform’s location on the ceiling significantly advances smart home products’ performance, including the speed

and range of both WIFI and Bluetooth, as well as the performance of sensors and alarms.

adoption of the Smart Sky 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 Sky Platform.

Sustainability

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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

example, our products’ features include an energy savings economical 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.

have implemented measures and protocols 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,

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

platforms, and devices.

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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 –

Plug & Receptacle – NEC Code

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

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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.

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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.

to these 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.

the third quarter of 2022, the Company received NEC generic name approval for its weight-bearing safe plug and play outlet/receptacle

for ceilings as WSCR (Weight-Supporting Ceiling Receptacle) for its universal ceiling outlet and WSAF (Weight-Supporting Attachment Fitting)

for its ceiling plug.

The specifications for the WSCR and WSAF received a standardization approval vote by the American National Standards

Institute (ANSI) and the National Electrical Manufacturers Association (NEMA), leading U.S.

standardization organizations.

National Standards Institute’s and the National Electrical Manufacturers Association’s vote for the standardization of the

Company’s weightbearing plug and outlet/receptacle for ceilings does not guarantee approval by the National Fire Protection Association’s

(NFPA) Committee on the National Electrical Code (which consists of multiple code-making panels and a technical correlating committee

and develops the National Electrical Code (NEC)) or any other trade or regulatory organization and does not guarantee that any of the

Company’s products will become NEC mandatory in any jurisdiction, or that any of the Company’s current or future products

or technologies will be adopted by any state, country, or municipality, within any specific timeframe or at all.

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

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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

In addition, certain

intellectual property and proprietary information held by a third party is central to our products and technologies.

If we lose our rights

to use such intellectual property and proprietary information in the future, our business or operating results and our ability to complete

could be adversely impacted.

protect our intellectual property through various aspects and strategies including broad and particular intellectual

property claims.

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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

These patents and patent applications protect different aspects of our technologies.

We sought intellectual

property protection of our technologies 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 our products and our potential operations.

As of December 31, 2022, 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, and outside of the U.S., we owned 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 enhance our patent protections actively and continuously in the U.S.

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.

well as our safe and smart platform technologies.

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

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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.

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 the Company’s standard and smart plug and play devices.

We have exclusive

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 the Company’s 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,

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.

The agreement expires on June 14, 2024 and includes automatic renewal provisions.

to such agreement, GE’s licensing team has the rights to exclusively license the Company’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.

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” guidelines.

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

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The License Agreement imposes certain manufacturing and quality control conditions

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

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

The License Agreement is nontransferable and cannot be sublicensed.

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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.

initial terms of the amendment, we agreed to pay 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.

Pursuant to the third amendment, entered September 2018, the approximate remaining payment of $10.0 million

pursuant to the Initial Royalty Obligation 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 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.

The Minimum 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

Sales in Contract Year

Year Net Sales owed to GE

to $50,000,000

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$100,000,000+

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.

of December 31, 2022, the remaining royalty obligations amounted to $2,638,000, which are expected to be paid in 2023.

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

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

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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.

We consider our relations with our employees to be good.

We expect to continue to expand our staff and team of engineers to develop our products.

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

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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.

business strategy is to enhance 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

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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.

believe our total addressable market in the United States exceeds $500 billion, 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.

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 :

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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.

We expect to sell our products through various representatives

to online customers, builders, rental properties, hotels, big box retail, OEM customers and

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 the future.

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.

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.

part of our sales campaign, we intend to use online channels and may also utilize social media influencers.

As part of the launch

of certain products, we have allowed, and may in the future 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

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We provide a one-year full performance warranty

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

on all our products, as well as part replacements.

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

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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,

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, and deaths.

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.

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

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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.

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:

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

Advanced Smart Sky Platform significantly enhances smart home products’ performance, including the speed and range of both WIFI

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.

launched 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 December 2022.

Bringing our 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.

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.

However, 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 :

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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

We expect to enter in 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

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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

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,

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● Royalties/Licensing

● Subscription

of product and licensing rights to additional countries

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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.

began 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 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.

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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.

UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.

Manufacturing and Suppliers

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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

us are 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.

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additional suppliers as necessary.

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

With respect to circuit chips, we believe we have obtained enough 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.

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

matters may also impact our manufacturing.

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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 Universal Power Plug and Play, Sky Plug & Receptacle product

we do not have significant 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

we do not have significant 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.

we do not have significant

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,

we do not have significant

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

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, Vivint, 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.

To the best of our knowledge there are no other Plug and Play All-In-One Safe-Smart Platform

and Environmental Regulation

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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

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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

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.

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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.

to a Florida corporation on November 6, 2012.

Effective August 12, 2016, we changed our name from “Safety Quick Lighting &

Fans Corp.” to “SQL Technologies Corp.,” and, effective June 14, 2022, we changed our name to “SKYX Platforms

Corp.” We currently do business as “Sky Technologies.” Our principal executive offices are located at 2855 W.

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 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

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

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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.

Information contained on or accessible through our website is not a part of,

and is not incorporated by reference into, this Annual Report on Form 10-K or any other report or document we file with the SEC.

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