What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-24 compared with 2024-04-01 · 248 added, 243 removed, 354 unchanged (58% 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

Technologies has a series of highly disruptive advanced-safe-smart platform technologies, with over 96 U.S.

Technologies has a series of highly disruptive advanced-safe-smart platform technologies, with almost 100 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 U.S.

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

and globally.

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.

The plug and play technology

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

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

The plug and play power-plug

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

electrical products.

In recent years, we have 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 allows

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

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.

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.

play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet

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

and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans

and other hard wired electrical products.

In recent years, we have 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.

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.

Our third-generation technology is an all-in-one safe and smart advanced platform (the “Smart Sky Platform”) that is designed

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.

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and appliances 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.

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 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.

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

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- 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.

Substantially

most of our revenues come from the resale of third-party products, which include ceiling fans, heaters, light fixtures, paired, to the

extent possible, with our standard “plug and play” feature either built in or with an adaptive kit.

The products with the

plug and play built in feature are described further below under “Products-Our First Product Gen-1:

The Weight Bearing Power-Plug”.

Our newer line of products, 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 newer line of products is described below under “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 within the next 12 months.

We also expect to continually expand the collection of third-party products that can be paired with our “plug

and play” technology.

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,

Many of the 60

websites acquired serve as a marketing and growth platform for our smart products and 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.

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).

The purchase 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, and was 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:

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.

The deferred payment was subject to a working

capital adjustment, as provided for in the Stock Purchase Agreement, and o offset for indemnification claims.

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

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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.

The Company performed all other obligations pursuant to the letter agreement arising on the first

anniversary of the Closing, including issuance of shares of common stock due to the Sellers, and the release of $750,000 held in

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

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

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

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

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

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The Weight Bearing Power-Plug

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.

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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Gen-1 Products

Sky Universal Power-Plug & Receptacle:

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

of two devices.

Universal Power-Plug & Receptacle:

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

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

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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 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.

Our Sky Smart Universal Power-Plug & Receptacle system contains two devices.

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.

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 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

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.

- 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.

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 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.

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.

- 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, 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.

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

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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.

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

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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.

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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could be adversely impacted.

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

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

We have over 96 U.S.

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

countries around the world.

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

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

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

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, 2024, 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.

We intend to diligently maintain and vigorously defend our intellectual property

and to enhance our patent protections actively and continuously in the U.S.

and globally.

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

to enhance and maintain our competitive advantage.

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

issued and three of which are pending.

The 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 to enhance and maintain our competitive

Additionally, we have submitted 10 trademark applications, seven of which have been issued and three of which are pending.

Electric Agreement

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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.

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

agreement, as amended, 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 issued a three-year convertible promissory note of $1.0 million to

GE-TL in April 2024, in addition to the then agreed royalty payments.

The note does not bear interest, has a conversion price of $1.07

per share, and matures on April 11, 2027.

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

We also employ independent contractors to support our

of December 31, 2024, we had 78 employees, including 76 full-time employees.

We also employ independent contractors to support

our operations.

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

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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 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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fixtures containing such plug, in 2023 and expect to launch our Smart Sky Platform during 2025.

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

Bringing our products to market will

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

Manufacturing :

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

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 matters.

and Public Relations :

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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.

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 sell our products on our e-commence websites.

We 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”),

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.

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

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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.

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

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.

& 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.

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

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

Our ability to provide such services depends 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.

partner with other businesses to provide such services.

We expect to begin providing such services in 2026 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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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.

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

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

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

Geopolitical matters may

also impact our manufacturing.

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

Zhongshan Paragon Source Lighting Co., Ltd.

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

(Jiangmen, Guangdong,

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

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

Our competitors for our Sky Technologies

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

Geopolitical matters, including

the impact of tariffs and other trade sanctions or barriers, may also impact on our manufacturing.

also rely on a number of third-party suppliers to provision fans, lighting fixtures, and heaters to generate recurring revenues.

suppliers generally offer their products through multiple resellers if not directly to consumers.

There is no guarantee that the third-party

suppliers will continue to market their products through us.

While some of these suppliers provide larger volume than others, we do not

believe that the loss of any of such third-party suppliers would have a near-term critical impact on our operations.

use several suppliers to manufacture SKYX products most of which have their principal operations in China.

A significant portion of such

suppliers have or are expected to move their manufacturing relevant to our products to other countries in Southeast Asia within the next

believe our technologies are highly disruptive and edgy compared to other market technologies.

Our competitors for Sky

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

for our Universal Power-Plug & Receptacle product:

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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.

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:

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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.

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

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 Lowe’s.

and Environmental Regulation

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

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

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

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

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.

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

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

have been filed with or furnished to the SEC.

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.

Our Code of Business

Conduct and Ethics, as well as any waivers from and amendments to the Code of Business Conduct and Ethics, is also posted on our website.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business