What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-01 compared with 2023-03-31 · 385 added, 505 removed, 212 unchanged (81% of the section changed)

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.

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 96 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 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 U.S.

and globally.

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

In addition, during 2023, we expanded our operations by acquiring an online retailer and

e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings.

Our first- and second-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.

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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

In recent years, we have expanded the capabilities of our power-plug product, to include advanced safe and quick

universal installation methods, as well as advanced smart capabilities.

The smart features 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.

The SkyHome App allows

scheduling, energy saving-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

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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 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

Our third-generation technology 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 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, 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.

our products, including our advanced, safe and smart products, can

be easily implemented and installed in both existing and 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

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”

The Smart Sky Platform 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 Smart Sky Platform.

previously sold 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 Gen-1:

The Weight Bearing

We wound 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

Sky Smart Gen-3 All-in-One Smart Home 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 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.

“Products—Advanced Products” and “—Smart Products- Gen-2.” We shifted to smart products because 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 All advanced and smart products, other than

our Smart Sky Platform, were available during 2023 and we expect our Smart SKY Platform will be available during 2024.

April 28, 2023, we completed our acquisition (the “Closing”) of all of the issued and outstanding shares of Belami, an

online retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings.

We expect these 60

websites will serve as a marketing and growth platform for our smart products and should provide several distribution channels,

including to retail customers, builders, and professionals.

acquisition was completed in accordance with the terms and conditions of the Stock Purchase Agreement, dated February 6, 2023, between

the Company and the stockholders of Belami (the “Sellers”) (as amended, the “Stock Purchase Agreement).

price paid at the Closing consisted of $7,000,000 in cash (which excluded, among other things, $1.0 million released to the Sellers from

escrow) and an aggregate of 1,923,285 shares of the Company’s common stock.

At the Closing, $750,000 of the purchase price was

deposited into an escrow account, which will be held for 12 months following the Closing as a source of recourse for claims the Company

may have against the Sellers under the Stock Purchase Agreement.

Prior to the Closing, Belami issued the following promissory notes to

the Sellers, which remain in place following the Closing and are guaranteed by the Company:

(i) promissory notes in an aggregate amount

of $1.0 million, which were paid in July 2023, which have a 90-day term and an interest rate of 4.86% per annum (the “Closing Notes”);

and (ii) promissory

notes in the aggregate amount of $239,266 (the “Retained Earnings Notes”), which was equal to the difference between retained

earnings, on the one hand, and the cash and Closing Notes distributed to the Sellers prior to the Closing, on the other hand, and which

amount is subject to adjustment, which have a one-year term[and an interest rate of 4.86% per annum.

Company agreed to pay to the Sellers on the first anniversary of the Closing, or April 28, 2024, (i) $3,117,408 in cash and (ii) a

number of shares of common stock equal to $5,560,262 divided by $3.00 per share.

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.

March 29, 2024, the Company and the Sellers entered into a letter agreement modifying certain obligations under the Stock Purchase

In connection with the letter agreement, the Company issued convertible promissory notes to each of the Sellers (the

“Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the Sellers on the first anniversary of

Each Seller received a Seller Note in an amount of $1,039,303 on the same date.

In addition to other customary terms,

the Seller Notes bear annual interest at 10%, with interest and principal becoming due on May 16, 2025, and can be converted by the

Sellers at any time at $3.00 per share of our common stock.

The Seller Notes include customary events of default accelerating

maturity, including a breach of the Company’s covenants, representations and warranties under the Stock Purchase Agreement and

a change of control of Belami.

The letter agreement further provides that the Company will perform all other obligations arising on

the first anniversary of the Closing, including issuance of shares of common stock due to Sellers, and that on such date the

non-fundamental representations and warranties will expire, and the Company will release $750,000 held in escrow.

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.

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.

Our products, including the Smart Sky Platform, incorporate our “plug and play” technology, which eliminates the need to

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

incidents of electrical shocks and fires resulting from faulty wiring.

While the installation of our products and retrofitting of electrical

services does not require the services of a licensed electrician, it 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

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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 that all advanced

and smart products will be commercially available during 2023.

First Product:

We are continuing to refine our products and began

manufacturing certain advanced and smart products during 2023 and expect to manufacture and make commercially available our Smart Sky

Platform during 2024.

First Product Gen-1:

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.

first patented technology was the Gen-1 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

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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 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.

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

We wound 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 described below.

Gen-1 Products

Sky 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

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.

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.

Gen-2 Smart Products have advanced smart and safety technologies, have unique modern designs and are controlled by our proprietary SkyHome

App or through voice control.

All these products can be linked to the SkyHome application that works with both iPhones and Android phones

to control features and specifications of connected devices, such as scheduling and eco/energy-saving mode.

Gen-2 products also integrate

with AI home assistants Siri, Alexa, Google Home, Samsung SmartThings, and more.

Our SkyHome App and Gen-2 products are an open system

that can integrate with other smart home devices and systems.

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

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The SkyHome App controls various

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.

Smart – Universal Power-Plug & Receptacle :

Our Sky Smart Plug & Receptacle system contains two devices.

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 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,

products, features and specifications, including scheduling, safety features, security features, lifestyle features, sound, lights, dimming,

emergency back-up battery and much more.

Smart Gen-2 – Universal Power-Plug & Receptacle :

Our Sky Smart Universal Power-Plug & Receptacle system contains

First, the 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.

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 Power-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.

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 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 :

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 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.

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.

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 Gen2 for 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 are an open system that can integrate with other

smart home devices and systems.

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

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 Gen-2 for 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 are an open system that can integrate with other

smart home devices and systems.

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.

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

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.

– 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 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 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’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.

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, secure, 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 safer, and 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 other buildings and can be easily implemented and installed to the ceiling receptacle

in both existing and new homes and other buildings within minutes.

Our Smart Sky Platform includes 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 will

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

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, and a 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’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, as well as the performance of sensors and alarms.

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.

It is designed to install in only minutes 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 our products

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 Gen-3 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 is intended to

eliminate the need for installation of numerous stand-alone devices and their integration into a single working unit.

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

platforms, and devices.

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.

Cybersecurity

have implemented measures and protocols to ensure that our users’ information is safe and protected.

We use high level of cybersecurity

measures and protocols to ensure that our software, technologies, servers, products, platform, and devices are all protected to prevent

any type of 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,

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

will not affect any other devices.

will not affect 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

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Plug & Receptacle – NEC Code

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.

National Electrical Code (“NEC”) 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.

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(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 develops the 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.

addition, we filed an application with the NEC seeking mandatory safety standardization for our ceiling outlet receptacle platform in

September 2023.

The filing of the Company’s application for a mandatory safety standardization with the NEC does not guarantee

approval 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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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

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

could be adversely impacted.

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

property claims.

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

We have over 96 U.S.

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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.

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, 2023, in the U.S., we owned 10 issued

patents, which expire from 2036 to 2038, and four pending or published but not yet issued patents, and outside of the U.S., we owned

29 issued patents, which expire from 2026 to 2039, and 53 pending or published but not yet issued patents.

diligently maintain and vigorously defend our intellectual property and to enhance our patent protections actively and continuously

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 safe and smart platform technologies.

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

as well as our safe and smart platform technologies.

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

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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 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.

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.

Electric Agreement

December 2023, the Company renewed its five-year Licensing Master Services Agreement for U.S.

and global licensing services of its standard

and smart products (the “GE MSA”) with GE Technology Development, Inc.

(“GE”), while sunsetting its original

License Trademark Agreement with GE Trademark Licensing, Inc.

The term of the GE MSA runs for an initial five-year

term, includes automatic one-year renewal provisions, and replaces the Company’s Master Services Agreement for global licensing

services with GE dated June 14, 2019.

Pursuant to the GE MSA, GE’s licensing team will license certain of the Company’s standard

and smart 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” 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

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 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, 2022.

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

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:

Sales in Contract Year

Year Net Sales owed to GE

to $50,000,000

to $100,000,000

$100,000,000+

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

For each licensing program the Company engages GE to conduct, GE’s licensing team

will provide certain licensing services, including seeking and arranging for licensee partners, negotiating agreement terms, administering

contracts, auditing partners, assisting with monetization and patent protection strategy, and providing mutually agreed support to defend

the Company’s intellectual property.

The Company will pay a percentage of earned revenue to GE collected pursuant to license agreements

established in connection with a program commercialized by GE’s licensing team, or with certain licensees introduced by GE to the

connection with the sunsetting of the License Trademark Agreement, the Company and a subsidiary of the Company has entered into a letter

agreement with GE-TL restructuring the aggregate amount of $2.7 million in royalty payments owed to GE-TL to be paid over thirteen quarterly

installments, with the first two payments of $200,000 each being made in December 2023 and March 2024, respectively.

The final payment

is scheduled for December 2026.

The Company also agreed to pay an amount of $1.4 million to GE-TL, payable in 2027, in addition to the then agreed royalty payments.

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.

of December 31, 2022, we had 37 total employees and consultants, 29 of which are full-time.

We also employ independent contractors to

support our operations.

of December 31, 2023, we had 60 employees all of which are full-time employees.

We also employ independent contractors to support our

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

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.

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 and operate our

e-commerce websites.

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 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.

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.

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

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.

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

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

We provide a one-year full performance warranty

on all 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, and deaths.

believe that our advanced-safe-smart platform technologies will disrupt and positively influence various industries, both in the U.S.

and globally, and that, due to ease of 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:

We 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.

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.

We 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.

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.

We 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.

Advanced All-In-One 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 All-In-One

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

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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:

fixtures containing such plug, in 2023 and expect to launch our Smart Sky Platform during 2024.

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.

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.

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.

It typically takes less than 60 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

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 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

to us, if at all.

In 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.

We intend to sell our products on our e-commence websites.

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

We also 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 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.

While we have received a variety of final electrical code approvals, including Underwriters Laboratories (“UL”),

Underwriters 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 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

● Subscription

of product and licensing rights to additional countries

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

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.

and globally through the efforts

of its GE agreement.

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 2023.

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.

Selling/Licensing Country Rights.

Management is considering selling and licensing marketing rights to certain countries

in exchange for payment and on-going royalties.

and E-Commerce Sales.

We currently primarily generate revenue from our e-commerce sales.

Management will strive to achieve strong

market penetration worldwide for our advanced and smart Sky Technologies products.

We have previously sold our standard

products in the United States, Canada and Mexico, and began selling our new smart products in the United States in 2023.

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.

Subscription & 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

Our Smart Sky Platform will include, among other features, a smart smoke detector, a smart carbon monoxide detector, and a

WIFI extender.

We intend 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 services.

We expect to begin providing such services in 2024 but cannot provide any assurance that

we will be able to do so.

began in 2004 and started developing the Sky Plug & Receptacle technology in 2007 for installation of light fixtures and ceiling

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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.

We 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.

In addition, in April 2023, we acquired Belami, an online retailer and e-commerce provider specializing

in home lighting, ceiling fans, and other home furnishings.

Manufacturing and Suppliers

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The manufacturers currently used by

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.

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.

us are in China.

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.

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additional suppliers as necessary.

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 components with different products or modify our design if necessary.

matters may also impact our manufacturing.

Geopolitical matters may

also impact our manufacturing.

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

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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

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:

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:

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:

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.

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

Our competitors for our Sky Technologies

products vary based on our products, market, and industry.

for our Universal Power-Plug & Receptacle product:

We believe we do not have significant direct competition at this point to

our Universal Power-Plug & Receptacle product, although all lighting and ceiling fan manufacturers are potential competitors.

for our Smart Universal Power-Plug & Receptacle product:

We believe we do not have significant direct competition at this point

to Smart Universal Power-Plug and & Receptacle product, although all lighting and ceiling fan manufacturers are potential competitors.

for our Smart Plug and Play Light Fixture products:

We believe 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, Minka,

Hampton Bay and others.

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.

for our Smart Plug and Play Ceiling Fan Products:

We believe 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, Fanimation, Modern Fan

Co., Hampton Bay and others.

for our Smart Sky Platform product:

We believe we do not have direct competition at this

point to our Smart Sky Platform product, although there are many smart home companies that

can be our competitors, including companies such as Control4, Vivint, Apple, Google, Microsoft,

Amazon, ADT, Blue by ADT, Cove Security and many others, and many other smart home companies

that have a variety of smart home products.

To the best of our knowledge, there are no other

Plug and Play All-In-One Safe-Smart Platform products.

competitors for our e-commerce websites, some of which have substantially greater resources than us, range from other online-only

retailers specializing in lighting and other home décor items, such as Wayfair and Overstock.com, to

retailers with both online and physical presences specializing in home décor, such as Pottery Barn and Crate and Barrel, to

retailers that sell home décor items as part of a much larger assortment of items, such as Amazon, Target, Home Depot and

and Environmental Regulation

4 unchanged sentences

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.

UL Standards are used for evaluation of U.S.

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.

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

Européenne (CE) and International Electrotechnical Commission for Electrical Equipment Certification Body (the IECEE 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

36 unchanged sentences

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