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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December 31, 2024

 or

 o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition
period from _____________ to ________________

 Commission file number 000-52140

 TURNONGREEN, INC.

 (Exact name of registrant as specified in its charter)

 Imperalis Holding Corp.

 (Former name, former address and former fiscal
year, if changed since last report)

 Nevada

 20-5648820

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification Number)

 1421 McCarthy Blvd, Milpitas, CA

 95035

 ( 510) 657-2635

 (Address of principal executive offices)

 (Zip Code)

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:
 None

 Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No
 x

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No
 x

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
 o

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No
 o

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer o

 Accelerated filer o

 Non-accelerated filer x

 Smaller reporting company x

 Emerging growth company o

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. o

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. o

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. o

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 As of June 30, 2024, the aggregate market value
of the registrant's common stock held by non-affiliates of the registrant was approximately $ 1,793,073
based on the closing sale price, as quoted on the Pink Open Market, of $0.0105 per share. Such a determination should not be deemed
an admission that the registrant's directors, officers, or 10% beneficial owners are, in fact, affiliates of the registrant.

 There were 183,983,122
shares of common stock outstanding as of April 22, 2025.

 Documents incorporated by reference: None

 TURNONGREEN, INC.

 FORM 10-K

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 F-1 – F-21

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary

 Signatures

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K (the "Annual
Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to future events or our future
financial performance. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes,"
"expects," "can," "continue," "could," "estimates," "expects,"
"intends," "may," "plans," "potential," "approximate," "might,"
"budget," "forecast," "shall," "project," "predict," "should"
or "will" or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties
and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future
results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
performance, achievements, or our ability to successfully remediate the material weakness in our internal control over financial reporting
disclosed in this Annual Report on Form 10-K in an appropriate and timely matter or at all, and the other factors described under "Item
1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K. Our expectations are as of the date this Annual Report is filed,
and we do not intend to update any of the forward-looking statements after the date this Annual Report is filed to confirm these statements
to actual results, unless required by law.

 RISK FACTOR SUMMARY

 Below is a summary of
the principal factors that make an investment in our common stock speculative. This summary does not address all of the risks that we
face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under
the heading "Risk Factors" and should be carefully considered, together with other information in this Annual Report and our
other filings with the Securities and Exchange Commission (the "Commission" or the "SEC"), before making investment
decisions regarding our common stock.

 We have a history of annual net losses which may continue and which may negatively impact our ability to achieve our business objectives.

 Our business model will continue to evolve as we focus on our EV charging operating segment, which will increase the complexity of
our business.

 Our growth strategy through acquisitions and partnerships involves a significant degree of risk, and some of the companies that we
have identified as acquisition targets or strategic partners may not have a developed business or are experiencing inefficiencies and
losses.

 If we fail to anticipate and adequately respond to rapid technological changes in our industry, our business would be materially and
adversely affected.

 Our future results will depend on our ability to maintain and expand our existing sales channels and to put our marketing, business
development and sales functions in place.

 We depend upon a few major customers for most of our revenues, and the loss of any of these customers, or the substantial reduction
in the quantity of products that any of them purchase from us, would significantly reduce our revenues.

 We are heavily dependent on our senior management, and a loss of a member of our senior management team could adversely affect our
existing operations and future development.

 Our technology is generally unpatented and others may seek to copy it.

 We rely on charging station manufacturers and other partners, and a loss of any such partner or interruption in the partner's
production could have a material adverse effect on our business.

 We are dependent upon our and our contract manufacturers' ability to timely procure electronic components.

 Our future results will depend on our ability to establish, maintain and expand our manufacturers' representative OEM relationships
and our other relationships.

 We depend on international operations for a substantial portion of our manufacturing components and products. These activities are
subject to the uncertainties associated with international business operations, including trade barriers and other restrictions.

 We face intense industry competition, price erosion and product obsolescence, which could reduce our revenues and prevent us from
generating net income, and many of our competitors are larger and have greater financial and other resources than we do.

 As long as Hyperscale maintains a significant interest in our company, your ability to influence matters requiring shareholder approval
will be limited, and our historical financial information as a subsidiary of Hyperscale may not be representative of our results as an
independent public company.

 The price of our common stock may have little or no relationship to the historical bid prices of our common stock on the Pink Open
Market (Current Information). There is currently only a limited trading market for our common stock and there can be no assurance as to
the extent of the trading market that will develop following the Distribution (as hereinafter defined).

 Supply chain disruptions, component shortages, manufacturing interruptions or delays, or the failure to accurately forecast customer
demand, could adversely affect our ability to meet customer's demand, lead to higher costs, and adversely affect our business and results
of operations. For example, supply chain challenges related to the and global semiconductor chip shortages have impacted companies worldwide
and may have adverse effects on our suppliers and customers and, as a result, our business.

 ITEM 1. BUSINESS

 Overview

 TurnOnGreen, Inc., a
Nevada corporation ("TOG"), through its wholly owned subsidiaries Digital Power Corporation ("Digital Power")
and TOG Technologies Inc. ("TOGT," and together with Digital Power, the "Company"), is an emerging provider of
premium power electronic and electric vehicle (EV) charging solutions. The Company designs, develops, manufactures, and sells highly engineered,
feature-rich, high-grade power conversion systems and power solutions for mission-critical, life-sustaining, and lifesaving applications
across a variety of sectors, particularly those operating in demanding and harsh environments. We serve a broad range of markets, including
defense and aerospace, medical and healthcare, industrial applications, telecommunications, e-Mobility, and OEM solutions. Our products
are highly adaptive, featuring customized firmware meticulously configured to meet the specific requirements and challenges of our customers'
applications. Approximately 8% of the Company's revenue is generated leveraging its core power technologies to deliver comprehensive
EV charging infrastructure and subscription-based charging network management services for residential, fleet, hospitality, workplace,
healthcare, municipal, and educational environments including universities and schools.

 At Digital Power, we
provide a comprehensive range of integrated power system solutions that are designed to meet the diverse and precise needs of our customers
with the highest levels of efficiency, flexibility and scalability. We design, develop and manufacture custom power systems to meet performance
and/or form-factor requirements that cannot be met with standard power products. These power system solutions are designed to function
reliably in harsh environments associated with defense and aerospace applications, while also being utilized for applications ranging
from industrial and telecommunications equipment to medical instrumentation. Our power products are highly adaptive and feature digital
power management and software configurations that allow them to achieve higher power efficiency to meet the requirements of both our customers
and our original equipment manufacturers ("OEMs"). In addition to our custom power system solutions, we also provide a wide
range of industry-standard power products. These products include our AC/DC Open Frame product series, which we believe to be among the
industry's leading power switchers in terms of power efficiency. The Open Frame products are deployed in highly compact form factors
and modular power series that support configurable multiple DC outputs. Additionally, we offer high-power and high-voltage laser power
supplies tailored to meet the unique requirements of medical, dental, and industrial pulsed energy systems. Our expertise also encompasses
high-performance and high-power data-center power supplies, semiconductor fabrication equipment power source supplies, desktop power supplies,
and a comprehensive range of value-added customized AC/DC and DC/DC ruggedized power supply and system solutions.

 The Company also amended and restated its bylaws
on January 11, 2024, to reflect the change in its name. The principal executive offices of the Company are located at 1421 McCarthy
Blvd., Milpitas, California 95035, its telephone number is (510) 657-2635 and its corporate website is www.turnongreen.com.

 Our
Products and Markets

 Power System Products
and Technology

 Power System Solutions.
At Digital Power, we provide a comprehensive range of highly integrated power systems designed to meet the diverse and precise needs of
our customers. We offer high-performance power systems to achieve the highest levels of efficiency, flexibility, and scalability for customers
that require innovative technologies and customized solutions for critical applications and life-saving services. We design, develop,
and manufacture custom power systems to meet performance and/or form factor requirements that cannot be met with standard products. These
power system solutions are designed to function reliably in the harsh environments associated with defense and aerospace applications,
while also being utilized for applications ranging from industrial equipment to medical instrumentation. We use integrated circuits and
digital signal processor technology in our products, including with respect to our customized firmware. Our products are highly adaptive
and feature soft configurations that in order to meet the requirements of both our customers and our OEMs.

 Our power system solutions
include a wide range of power switchers and power conversions products including but not limited to open-frame, Compact PCI, board-mount,
rackmount, desktop, capacity charger, modular and custom power series. Our power conversion technology produces the highest industry power
conversion efficiency result in the smallest form-factor and high-performance AC/DC power switchers and DC/DC power conversion products.
These power switching products incorporate active power factor correction ("PFC") and universal AC input, making them ideal
for a range of global applications. Our products are being used in mission critical applications, lifesaving services in diverse markets
including defense & aerospace, medical, telecommunications and industrial where high reliability, high efficiency and advance features
are required while operating in harsh environment.

 In most cases, when our
customers contract with us to develop custom power solutions, these contracts will include two folds; non-recurring engineering ("NRE")
to charge our customers for custom product development and ii, multi-year, high-volume production and product sale contract of such custom
developed product. These contracts result with high-margin, low competition and multi-years accurate sales plan while reducing our manufacturing
costs. Although our customers pay for NRE, we maintain our intellectual property ("IP") of the product we designed to allow
us to secure the sale of such custom products through the lifetime of our customers customized application. We believe that this business
model provides an incentive to our customers to be committed for long lifetime, ongoing and high-volume products' orders.

 Power Technology for
High-Grade Power Products. We offer our feature rich based power rectifiers that support flexible configuration and high-grade design
implementation. This includes innovative designs and implementation of digital power management improving power efficiently and customization
of the product. It includes digital signal processor controls for the PFC and DC to DC conversing. The advanced power technology used
in our products includes synchronous rectifiers, two-phase PFC, power management integrated circuits and features such as hot plug capacity
and intelligent current sharing. While some of our customers have special requirements that include a full custom design, other customers
may require only certain electrical changes to standard power supply products, such as modified output voltages, unique status and control
signals and mechanical repackaging tailored to fit the specific application. We offer a wide range of standard and modified standard products
that can be easily integrated with any platform across our diversified market segments.

 For example, our board
mount converters are ideal for a range of consumer electronics, medical applications and industrial control applications. These AC/DC
and DC/DC power supplies range from 10 to 9,000 watts, with operating temperatures from -40 to +85 degrees Celsius and include universal
AC input and/or wide range of DC inputs that are widely used by our defense and aerospace customers and for uninterruptible power supplies
applications.

 Value-Added Services.
We also offer a range of AC/DC and DC/DC products that provide value to our customers due to the configuration we provide to fit each
customer's specific needs, which often require multiple voltage outputs. These custom products illustrate the benefits and flexibility
of our modular approach to offer higher performance, higher power densities, lower costs and faster delivery than many competitive offerings.
Our configurable products typically are used in a wide range of distributed power architecture implementations in defense and aerospace
electronic systems, industrial and telecommunication applications, as well as medical and healthcare instrumentation and equipment. Such
configurable products include our capacitor charger supplies, which support out powers from 50 watts to 9,000 watts, with configurable
voltages from 500 volts to 3,000 volts.

 Power System Markets

 We sell our power systems
as integrated solutions to our diverse customers for a wide range of applications in the global markets and sectors we serve, including
medical and healthcare, defense and aerospace, and industrial and telecommunications. We also sell our products as stand-alone products
to our commercial customers and, most recently, we have started to roll out our EV charger products to consumers. Our current commercial
customer base consists of approximately 98 companies, which are served through our direct sales groups and our strategic partner channels.
During the years ended December 31, 2024, and 2023, approximately 98.5% and 89.8% of our revenues, respectively, were generated from customers
located in North America. During the years ended December 31, 2024, and 2023, revenues from Europe accounted for approximately 1.0% of
our revenues and did not exceed 10% of our revenues in prior periods. The key industries for our products include:

 Medical and Healthcare.
Our power solutions are ideal for healthcare and medical applications that require a high level of reliability and performance due to
their quality, output power and high-power density. Our power supplies meet the rigorous medical safety requirements and major industrial
safety standards related to such products to major industrial safety standards, including the EN60601-1 safety standard and the 4th Edition
EMC compliance requirements, and help medical device and system manufacturers speed compliance testing of their own products. Our qualification
testing facilities are also approved by various safety agencies to test and qualify power products to be used in medical devices. We have
obtained the medical quality management systems ISO 13485 certification to support rigorous design requirements and high-quality manufacturing
of our medical power systems. Our medical power products help OEMs minimize the risk of encountering unexpected development problems outside
of their own areas of expertise. The typical applications for our power products in the medical and healthcare industry include portable
oxygen concentrators, patient monitoring systems, pulsed lasers drivers for dental and surgical treatment, DNA sequencers, medical beds
and ultrasounds. Revenues from the medical and healthcare industry accounted for approximately 11% and 23% of all revenues received from
our power supply products for the years ended December 31, 2024, and 2023, respectively.

 Defense and Aerospace.
We offer a broad range of rugged power solutions for the defense and aerospace market. These solutions feature the ability to withstand
harsh environments. For more than 50 years, we have been providing rugged COTS products and custom power solutions designed end-to-end
for military and aerospace applications. We offer a wide variety of units designed to comply with the most demanding United States and
international MIL-STDs. Our military products meet all relevant military standards in accordance with the Defense Standardization Program
Policies and Procedures. This includes specifications related to space, weight, output power, electromagnetic compatibility, power density
and multiple output requirements, all of which we meet due to decades of experience held by our engineering teams. Certain of our products
that are specifically designed, modified, configured or adapted for military systems are subject to the United States ITAR, which are
administered by the U.S. Department of State. We obtain the required export licenses for any exports subject to ITAR. Our defense manufacturing
facilities are compliant with the international Quality Management System standard for the AS&D AS9100.

 The typical applications
for our power products in the defense and aerospace industry include mobile and ground communications, naval power conversion, automated
test and simulation equipment for weapon systems, combat and airborne power supplies, radar arrays power source, tactical gyro position
and navigation systems and active protection of tactical vehicles. Revenues from the defense and aerospace industry accounted for approximately
48% and 41% of all revenues received from our power supply products for the years ended December 31, 2024, and 2023, respectively.

 Industrial and Telecommunications.
We build products for custom and standard applications used in industrial and telecommunication markets and set the standard in flexibility,
efficiency and reliability. Our compact, high-density and flexible power supplies and power converters allow optimal performance, boost
functionality and decrease costs. Due to the breadth of our experience, our products have proven to easily meet stringent design requirements.
Our industrial power solutions are designed to stand up to the extreme temperatures, input surges, vibration and shock found through uses
such as industrial automation, material handling, industrial lasers, robotics, agriculture, oil, and gas, mining and outdoor applications.
Our technology is designed for superior thermal management, reliability, electromagnetic interference ("EMI") and electromagnetic
compatibility ("EMC") specifications and power density, with rugged performance that is typically unavailable in standard
power supplies. The typical applications for our power products in the industrial and telecommunications industry include packaging equipment,
laboratory and diagnostic equipment, industrial laser drivers, datacenter computing and turbomachinery control solutions. R e venues
from the industrial and telecommunications industry accounted for approximately 41% and 36% of all revenues received from our power supply
products for the years ended December 31, 2024, and 2023, respectively.

 EV Charging Products

 We provide EV drivers
of all types with easy access to convenient, reliable, and high-speed charging. We design manufacture, resell, own, operate and supply
a Level 2 alternating current ("AC") and direct current ("DC") fast charging ("DCFC") charging equipment.
We offer our Level 2 charging equipment for use in single family homes, multi-family unit dwellings, hospitality, healthcare facilities,
commercial retail properties, municipalities, schools, workplace, fleet operations. We offer our DCFC charging equipment for use in high
traffic, high density urban, suburban, exurban locations, corridors and destination locations and, fleet operations. Our EV charging
solutions are designed to address the expected rapid expansion of infrastructure required to support broad adoption of EVs
globally. With more than 50 years of expertise in power technology, we provide EV charging solutions to enable the eMobility demands
of tomorrow. Our innovative charging solutions produce a full charge for an EV with a 250-mile range battery in approximately 35
minutes. We offer a comprehensive range of EV charging solutions, including a Level 2 AC charging
product line that support the SAE J1772 standard. Our DCFC product line is compatible with the North American Combined
Charging System Type 1 ("CCS1") and the SAE J3400 North America Charging Standard (NACS). Additionally, our DCFC products
support, the Japanese CHArge de MOve ("CHAdeMO") standards. Our CSMS network system operates, maintains, and manages our charging
stations overseeing charging data, back-end operations, and payment processing.

 The final barrier to
widespread BEV and HEV adoption is the lack of EV charging infrastructure. We believe that the demand for EV charging is increasing each
day. Utility companies are upgrading their grid infrastructure in preparation for the increased demand. We expect the demand
from businesses, municipalities and individuals to outpace supply over the next five years, creating a highly favorable environment
for EVSE companies. We therefore intend to generate revenues with TOGT primarily through the sale of networked charging hardware,
combined with cloud-based services that provide consumers with the ability to locate, reserve, authenticate and transact EV charging sessions
including charging for used energy, which we refer to as our TOG Network or TOG Network Services. TOG Network Services, and an optional
extended warranty, are billed as an annual subscription, and access to the network is available through each of our commercial charging
ports. We expect that the revenue contribution for recurring TOG Network or extended warranty sales will equal the revenue contribution
from one-time EV700, EVP700, EV1100 and EVP1900 charger sales for commercial use after approximately five years based on current projections.
TOGT also offers a hardware portfolio powered by software, which cannot be accessed without a TOG Network charger-as-a-service (CaaS)
subscription.

 With a shared mission
to do our part to fight climate change, our team strives to bring to established and emerging markets innovative solutions that provide
value for the company and our shareholders. We provide green energy services to homeowners, business partners, and EV drivers, leveraging
our highly efficient, flexible, and software-managed technologies to meet their needs for reliable and customized energy saving services.
We benefit from newer technologies and by learning from the experience of our competition to offer smarter and better products and services
to our markets. During the years ended December 31, 2024, and 2023, approximately 8% of our revenues, were generated from the Company's
EV charging products, all of which were sold to customers located in North America.

 Our
Growth Strategies

 We sell our power products
and charging solutions in the form of hardware, recurring network subscriptions, extended warranty purchases and related services. We
will continue to optimize our operating model, combining high quality power and charging hardware and related services with appealing
business models for our customers. We believe that this approach creates significant customer network effects and provides the potential
for recurring revenue. Key elements of our growth strategies include:

 Continue to Innovate and Enhance Our EV Products. While maintaining our core business of power system solutions for our existing
markets, we intend to support the growth of the company by continuing to release advanced, new power technologies with respect to our
eMobility network and EV charging infrastructures. Specifically, we intend to take advantage of a significant increase in eMobility market
opportunities that we expect to see over the next five to ten years for our non-networked and networked Level 2 chargers and our high-power
DC fast charging solutions. We intend to invest in EV charging station components for use in connection with installations of charging
solutions at customer sites. We will expand our eMobility charging services through our TurnOnGreen Served ("TOGS") PaaS for
commercial and fleet customers and continue to design and develop innovative products and services leveraging our knowledge of power electronics
technology and advanced charging network management.

 Develop Our Strategic Partnership Network. In order to achieve our goals – particularly with respect to the rapid deployment
of our EV charging products – we will evaluate and enter into strategic partnerships that facilitate our ability to bring best-in-class
solutions to a wider network of EV drivers than we would be able to reach on our own. Since the launch of TOGI, we have entered into several
strategic agreements with;(i) Tesco Solutions LLC an Indiana based construction firm, (ii) E.&J. Gallo Winery, a California based
company with over 7,000 employees, (iii) Best Western International, Inc. ("BWI"), a global network of hotels and resorts,
headquartered in Phoenix, AZ, which includes more than 2,000 hotels in North America, (iv) CED National Accounts, headquartered in Irvine,
CA, which provides turnkey solutions for EV chargers field deployment including site design, permitting, construction and installation,
(v) Sunrise Hills Commercial, an association owns the facility used by the Tuolumne County Transportation Council of which support deployment
of EV charger throughout the Tuolumne County and the Seaira corridor, (vi) the City of Boulder City in Nevada, (vii) Bilmar LLC, a Texas
based Engineering, Planning and Consulting firm and (viii) Endliss Power a California based solar power installation and distribution
company.

 Expand within Existing Customers. We are focused on maintaining our customer retention model, which encourages existing customers
to increase their utilization of our products and to renew their subscriptions due to the expansion of our network. We expect additional
growth to result from the breadth of ecosystem integrations that are enabled through our TurnOnGreen Network. This eMobility network would
integrate platforms such as in-vehicle infotainment systems, consumer mobile applications, payment systems, mapping tools, home automation
assistants, fleet fuel cards and residential utility programs.

 Make Opportunistic Investments in Marketing. We intend to continue to aggressively market and sell our core power products
through our existing domestic and international markets, with an emphasis on the North American market. We also intend to generate revenues
by our eMobility charging services through various partnership and business models to reach new customers, in each case coordinated through
our dedicated sales groups.

 Pursue Strategic Business Acquisitions for Growth. Through selective acquisitions of, or investments in, complementary businesses,
products, services and technologies in the power system solutions and EV charging industries, we aim to broaden our existing product and
technology base, build on our long-standing industry relationships and enhance our ability to penetrate new markets. We believe that our
management is experienced at evaluating prospective operations in order to increase efficiencies and capitalize on market and technological
synergies. We currently have no commitments or agreements with respect to any such acquisitions or investments.

 Cooperative Partnerships with Site Hosts. Partnering with commercial property owners to expand public charging
infrastructure is a key driver of revenue for the company. Working with select hotels, golf courses, museums, hospitals, universities,
and other high volume long dwell time EV destinations through revenue sharing agreements, we offer to fund and build the EV charging infrastructure
while operating the EV chargers and retaining the majority of the revenue generated through energy use sales for a contracted period of
time. Under the cooperative model, the company can recoup infrastructure costs through grant and rebate programs, energy sales, and or
the sale of carbon credits generated through the use of accredited machines.

 Sales and Markets

 We sell and market our
products through a variety of sales channels. Our direct sales groups are dedicated to developing commercial and fleet sales in well-defined
customer segments in specific geographic regions. Our channel partners, which include independent manufacturer representatives and distributors,
focus on e-commerce and business-to-business sales. Our sales and marketing efforts target specific verticals and territories that
we believe will have the highest demand for EVSE over the forthcoming five to ten year period. Our segment-based sales strategy focuses
on regional priorities where demand is highest, strategic partnerships in commercial real estate development and business development
projects that provide ongoing revenue to EV owners.

 We have an internal marketing
team that has built a digital and social media marketing program to increase brand awareness, product promotion and product sales. We
have a variety of digital assets that can be easily shared across multiple platforms to help us scale sales quickly. We plan to market
directly to consumers through our software applications, e-commerce platforms and digital advertising campaigns. We will also work across
channels to help our distribution partners market our products and services by utilizing their ecommerce and social platforms.

 Revenues of approximately
$4.5 million and $3.9 million or 92% and 92%, of total revenues were attributable to power electronics products under various OEM agreements
for the years ended December 31, 2024, and 2023, respectively. One customer accounted for more than 10% of our total revenues for the
year ended 2024 and two customers accounted for more than 10% for the year ended 2023.

 Manufacturing and
Supplies

 Consistent with our strategy
of focusing on custom designed, high-grade, flexible and configurable products to support our diverse applications in the markets we serve,
we aim to maintain a high degree of flexibility in our manufacturing through the use of strategically focused contract manufacturer partners.
These partnerships give us access to new markets and benefit our production processes, which are designed for high-mix and fast-line-charge
and take advantage of technologies such as electronically controlled operating instructions, automated pick and place, automatic optical
inspection and automatic testing. To achieve our high-quality and low-cost manufacturing goals with labor-intensive products, we have
entered into strategic manufacturing agreements with certain contract manufacturers in the United States and Asia.

 We strive to bring low
cost and fast delivery production to our customers in a way that limits the impact on the natural environment. Our Asia manufacturing
capabilities have provided the opportunity to not only sell but also manufacture high quality, energy efficient power systems for our
global customers, with recognized standards, that we control and audit. We demonstrate through our manufacturing partners our attitude
to the environment by holding our partners accountable for certain environmental-friendly standards for their manufacturing facilities.
We are also continually improving our internal processes and monitoring the processes of our contract manufacturers to ensure the highest
quality and consistent manufacturing of our power product solutions so that our customers can use our products right out of the box. Customer
specific testing services are offered with custom designed test standards to simulate operation within our customer applications.

 We believe that we are
in compliance with international safety standards, which is critical for every application. By obtaining the ISO 9001 quality management
system, we seek to offer total quality at every stage, from in-house design to manufacturing facilities around the world. Our contract
manufacturing partners are also in compliance with such international safety standards and maintain the same ISO 9001 quality management
system, as well as the ISO 14001 environmental management system, the ISO 13485 medical management system and the AS&D AS9100 quality
management system. Such standards are the cornerstones of our integrated management system to drive continuous improvement of our product
quality.

 Product Design
and Development

 Our product design and
development efforts are primarily directed toward developing new products in conjunction with our strategy of continuing to introduce
advanced product solutions for the markets we serve and to expand our business into emerging markets based on our disruptive power technology.

 Our engineering groups
are strategically located around the world to facilitate communication with, and access to, our worldwide customer base and manufacturing
facilities. This collaborative approach facilitates partnerships with customers for technical development efforts and enables us to develop
technological products that support complex and evolving markets such as eMobility, cloud computing, military and aerospace. On occasion,
we execute non-disclosure agreements with customers to help develop proprietary, next generation products designed for rapid deployment.
We also sponsor memberships in technical organizations that allow our engineers to participate in developing standards for emerging technologies.
We believe that this participation is critical in establishing credibility and a reputable level of expertise in the marketplace, as well
as to position us among industry leaders in new product development.

 Our internal product
design and development programs have also been augmented by third party development programs with engineering partners to achieve the
best technological and product design results for specific customer product applications. In June 2021, we entered into a partnership
agreement with ChargeLab, Inc. to design, build and publish cross-platform mobile experiences for residential and commercial end-users
of our EV chargers. Under this agreement, ChargeLab will support us in the pre-production stage of our EV charging products by performing
testing sessions to ensure and validate solid firmware compliance with the Open Charge Point Protocol.

 When required, we modify
standard products to meet specific customer requirements. Such modifications include, but are not limited to, redesigning commercial products
to meet MIL-STD requirements for military applications based on COTS products and to meet other customized product requirements. We continually
seek to improve our product power density, adaptability and efficiency, while attempting to anticipate changing market demands for increased
functionality, such as PFC controlled digital signal processors, customized firmware and improved EMI filtering. We also continue to attempt
to differentiate all of our products from commodity-type products by enhancing, modifying and customizing our existing product portfolio
through our engineering integrating laboratory located in California.

 The development of our
new custom and emerging product solutions is driven by our ability to provide our customers with advanced technologies that meet their
product needs within a short turnaround time at a competitive price point. We believe that we are successfully executing our strategic
account focus, as evidenced by the award of second and third generation product development contracts from some of our customers. In addition,
our standard contract for custom power solutions includes a multi-year high-volume production forecast that could allow us to secure long-term
production guarantees while providing an environment that promotes the development of our IP portfolio.

 Product design and development
expenditures were approximately $0.4 million for the years ended December 31, 2024, and 2023.

 Key Design Consideration
for Safety Compliance

 TOG's EVSE product
line (product) complies with several safety requirements and regulations to ensure electric safety and prevent hazardous accidents, in
which safety requirements for the EV supply equipment and the EV battery. To facilitate the safety requirements in our EVSE product line,
key requirements of electrical safety are presented. These crucial design rules implemented in our products including functional requirements,
constructional requirements, personal protection against electric shock, insulation coordination, electromagnetic compatibility and charging
control were implemented to fulfil the electrical safety completely.

 To meet national and
international safety standards requirements, we use step design methodology including product design review, product testing, approval,
certificate, and listing. To obtain the safety certification for our EVSE product, we designed the product to be compliant with the safety
requirements and standards for North America. The major standards reflected in our EVSE product are listed below:

 UL 2202 – Electric Vehicle Charging System Equipment (AC to DC)

 UL 2594 – Electric Vehicle Supply Equipment (AC to AC)

 UL 9741 – Bidirectional Electric Vehicle (EV) Charging System Equipment

 UL 2231-1 – Personnel Protection Systems for Electric Vehicle Supply Circuits – General Requirements

 UL 2231-2 – Personnel Protection Systems for Electric Vehicle Supply Circuits – Protective Devices for Use in Charging
Systems

 UL 2251 – Electric Vehicle Plugs, Receptacles and Couplers

 Electromagnetic compatibility (EMC) – Requirements FCC part 15 subpart B

 National Electrical Code (NEC) Article 625 – Vehicle Charging System

 Electric shock hazard,
fire hazard and injury hazard are three major concerns for all EV charging systems address by the various standards. TOG corresponding
design of our EVSE product considering these standard requirements to prevent above-mentioned hazards. To assure we design and manufacture
safe charging equipment, we compliance with the major standards and we have implemented crucial design rules to meet these requirements
for the different element of our EVSE product include construction of exterior and interior, personal protection against electric shock,
insulation coordination, electromagnetic compatibility, charging control, and the like.

 Competitive Strengths
and Competition

 We offer highly engineered,
feature-rich, high-grade power conversion and power system solutions on a global scale. We believe that we differentiate ourselves from
our competition and have been able to grow our business as a result of the following key competitive strengths:

 Custom-Made Products. We have designed our base model power system platform so that it can be quickly and economically adapted
to the specific power needs of any hosting platform or OEM, which minimizes the time between customer consultation and delivery of the
products.

 Specialized Technical Expertise. We benefit from more than 50 years of expertise in power technologies and energy management.
This has given us a wealth of experience in designing and manufacturing AC/DC power conversion solutions and positions us to benefit from
the ongoing transformation towards eMobility with smarter and greener EV charging infrastructure solutions.

 Diverse Product and Customer Base and Revenue Streams. We have a diverse power supply product and customer base. With our growing
EV charging solution segment, we will receive additional revenue streams through a range of different sources such as energy sales, hardware
sales, network management services, advertising sales and energy services. We will also offer customers a variety of business model options,
particularly with respect to our EV charging solution installation and maintenance services.

 Minimal Non-Recurring Engineering Expenses. Our ability to seamlessly modify our base model power system platform to produce
bespoke products for our customer needs results in minimal NRE expenses, meaning that we generally avoid charging our OEM customers for
such NRE expenses.

 Emphasis on Product Design Development Efforts. We have strategically deployed engineering groups around the world to facilitate
communication with and access to our global customer base and manufacturing facilities. This enables us to develop cutting-edge products
to support highly complex and evolving markets such as eMobility, cloud computing, military and aerospace.

 We compete in two operating
segments, power solutions and EV charging solutions.

 Power Electronic Segment. Our
competition in the power solutions industry includes many companies located throughout the world. Many of our competitors, including Bel
Fuse, Artesyn Embedded Technologies, TDK-Lambda, Delta Electronics, Murata and Mean-Well Power Supplies, have greater fiscal and marketing
resources and a more expansive geographic presence than we do. We also face competition from current and prospective customers who may
decide to internally design, and manufacture power supplies needed for their products. Further, certain larger OEMs tend to contract
only with larger power supply manufacturers. We believe that our power system solutions and advanced technology are superior to our competitors'
power supplies based in part on our use of the latest power technology processing and controls, which make our power supplies highly customized
and efficient. In addition, we believe the power-to-volume ratio makes our power solutions more compact compared to what is offered by
our competitors and is suitable for custom infrastructures to meet our customers' requirements.

 Notably, the flexibility
of our power system products provides us with another advantage by employing an adjustable power range and a selectable number of output
product design platforms. We believe that we are in a competitive position with our targeted customers that need a high-quality, compact
product that can be readily modified to meet specific requirements. We have also designed the base model power system platform so
that it can be quickly and economically modified and adapted to the specific power needs of any hosting platform or OEM. This emphasis
on flexibility has allowed us to provide samples of modified power systems to OEM customers only a few days after initial consultation.
This is an important capability given the emphasis placed by OEMs on "time to market." It also results in very low NRE expenses,
which allow us generally not to charge our OEM customers for NRE expenses related to tailoring a power system to a customer's specific
requirements. We believe that this approach gives us an additional advantage over our competitors, many of which charge their customers
for NRE expenses.

 Electrical Vehicle
Supply Equipment and Network Segment. Our EVSE business segment competes directly with several companies in the North American
market. We expect to face competition across multiple verticals in the future as demand for EVSE increases. The EV charging market has
grown significantly over the past five years and can be divided into the three following macro segments:

 Public open network Level 2 and DCFC charging;

 Commercial fleet closed network charging; and

 Residential single and multi-family home charging.

 Growth in the North American
market has primarily been driven by a subset of companies including Tesla, ChargePoint, Blink Charging, EVGO, Electrify America, and Sema
Connect. These companies primarily focus on the growth of public open network charging solutions but are increasingly diversifying into
commercial and residential closed network sales. The EVSE competitive market is fragmented, and not necessarily aligned with the EV needs
of tomorrow. As EVSE charging standards are established and the market is consolidated, we expect that the competitive landscape will
favor our approach to market segmentation, strategic partnerships and product development. EV driver charging behavior indicates that
residential and commercial closed network charging are the areas with the most potential for growth, as an estimated of 85% of EV drivers
charge at home or at work.

 The competitive landscape
for closed network residential EVSE sales can be found in the ecommerce segment, where there are several product and class competitors
that vary in size and market reach. This segment is primarily driven by purchasing decisions that are dictated by price, consumer reviews
and product features. Competitors will likely consolidate in the future to establish larger open charging networks, cooperative relationships
with OEM's, and other EVSE product-based companies. As new alliances emerge in the market, EVSE manufactures that have greater market
share, access to more dynamic and user-friendly software and hardware will put us at a competitive disadvantage. If we are slow to adapt
to changing market conditions and EV innovations our growth will be limited or curtailed, which would negatively affect our ability to
scale business and operations.

 Intellectual Property
and Proprietary Technology

 We rely on a combination
of trade secrets, industry expertise, confidential procedures and contractual provisions to protect our intellectual property. Given the
continuous updates and revisions that we are making to our products, we believe that the cost of obtaining patents would outweigh the
benefits of doing so. However, we may seek to obtain patents in the future as we continue to develop unique core technologies.

 We do not patent technology
developed by us and we cannot be sure that others will not independently develop the same or similar technology or otherwise obtain access
to our technology. To protect our rights in these areas, we require all employees, consultants and others who work for or with us to enter
into confidentiality agreements. We cannot be sure, however, that these agreements will provide meaningful protection for our trade secrets,
know-how or other information in the event of any unauthorized use, misappropriation or disclosure.

 We have a registered
our trademarks with the United States Patent and Trademark Office for our brand name "TURNONGREEN" and for our brand name "DP
Digital Power Flexible Power" which we also registered this brand name with the International Register of Marks maintained under
the Madrid Agreement.

 Currently we are not
planning to apply for a protected patent for some of the products we have developed for EV charging supply equipment. However, we will
maintain the IP of the proprietary products and solutions we developed for the power electronic and eMobility market and some other adjacent
markets. We periodically monitor for infringements on our intellectual property and have never encountered such an infringement. We do
not believe that our lack of patents is material to our ongoing business.

 Environmental Matters
and Other Government Regulations

 Our businesses are heavily
regulated in most of our markets. We handle power electronics products mainly in the form of power conversion. We must take into account
several standards for electronic safety to protect the health of humans and animals. We serve diverse markets including automotive, medical
and healthcare, defense and aerospace, and industrial and telecommunications, each of which has its own set of their safety regulations
and standards with which we must comply. Complying with these laws has not been a material cost to us and has not had a material effect
upon our capital expenditures, earnings or competitive position.

 Environmental Matters. We
are subject to various federal, state local and non-U.S. laws and regulations relating to environmental protection, including the discharge,
treatment, storage, disposal and remediation of hazardous substances and wastes. We continually assess our compliance status and management
of environmental matters to ensure that our operations are in compliance with all applicable environmental laws and regulations. Investigation,
remediation and operation and maintenance costs associated with environmental compliance and management of sites are a normal, recurring
part of our operations. Because we typically use third party manufacturing sources for our products, compliance with these laws has not
been a material cost to us and has not had a material effect upon our capital expenditures, earnings or competitive position.

 Government Contracts. The
U.S. government and foreign governments may terminate any of our government contracts at their convenience, as well as for default based
on our failure to meet specified performance requirements. If any of our U.S. government contracts were to be terminated for convenience,
we would generally be entitled to receive payment for work completed and allowable termination or cancellation costs. If any of our government
contracts were to be terminated for breach or default on our part, generally the U.S. government would pay only for the work that has
been accepted and could require us to pay the difference between the original contract price and the cost to re-procure the contract items,
net of the work accepted from the original contract. The U.S. government can also hold us liable for damages resulting from the default.

 Medical Device Power
Supplies. Our medical power supplies must incorporate one or more means of protection ("MOP") to avoid electrocution.
A MOP can be safety insulation, a protective earth, a defined creepage distance, an air gap (clearance) or other protective impedance.
These can be used in various combinations – having two MOPs means if one fails, there is another in place. We must comply with a
standard that treats operators and patients, resulting in the classifications "means of operator protection" and "means
of patient protection." The latter requirements are more stringent because the patient may be physically connected via an AP and
unconscious when the fault occurs.

 Non-U.S. Sales. Our
non-U.S. sales are subject to both U.S. and non-U.S. governmental regulations and procurement policies and practices, including regulations
relating to import-export control, tariffs, investment, exchange controls, anti-corruption and repatriation of earnings. Non-U.S. sales
are also subject to varying currency, political and economic risks.

 Human Capital Resources

 We are committed to attracting
and retaining the brightest and best talent, so investing in human capital is critical to our success. The employee traits we value include
industriousness, intellectual curiosity, growth mindset and deeply caring about the quality of work. The human capital measures and objectives
that we focus on in managing our business include employee safety, talent acquisition and retention, employee engagement, development
and training, diversity and inclusion, and compensation and pay equity. None of our employees is represented by a collective bargaining
unit or is a party to a collective bargaining agreement. We believe that our relationship with our employees is good.

 The following description
provides an overall view of our Company.

 Employee Profile

 As of December 31, 2024,
we have approximately seventeen full-time employees and one part-time employee, of whom two were in engineering, four in production, six
in customer support, sales and marketing and six in general and administrative. Our employees are not covered by any
collective bargaining agreements. We consider relations with our employees to be good.

 As of December 31, 2024,
approximately 28% of our current workforce is female, 72% male, and our average tenure is 9.2 years, a decrease of 37% from an average
tenure of 14.7 years as of December 31, 2023.

 We believe we materially
comply with all applicable state, local and international laws governing nondiscrimination in employment in every location in which we
operate. All applicants and employees are treated with the same high level of respect regardless of their gender, ethnicity, religion,
national origin, age, marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status.

 Pay Equity

 Our employee compensation
strategy supports three primary objectives: attract and retain the best team members; reflect and reinforce our most important values;
and align team member interests with stockholder interests in building enduring value. We believe people should be paid for what they
do and how they do it, regardless of their gender, race or other personal characteristics. To deliver on that commitment, we benchmark
and set pay ranges based on market data and consider factors such as an employee's role and experience, the location of their job,
and their performance. We also regularly review our compensation practices, both in terms of our overall workforce and individual employees,
to ensure our pay is fair and equitable.

 Total Rewards

 As part of our compensation
philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract
and retain superior talent. In addition to healthy base wages, additional programs include annual bonus opportunities, healthcare and
insurance benefits, paid time off, family leave, family care resources and flexible work schedules. We have established a Company matched
401(k) plan.

 Health and Safety

 The success of our business
is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees.
We provide our employees and their families with access to a variety of flexible and convenient health and welfare programs, including
benefits that support their physical and mental health by providing tools and resources to help them improve or maintain their health
status; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.

 Backlog

 As of December 31, 2024,
and December 31, 2023, our backlog was approximately $6.1 million and $4.2 million, respectively. Due to the nature of our manufacturing
process and customer base, we purchase and ship products to our customers without experiencing a significant backlog and recognize revenue
at a point in time when control of goods are transferred.

 ITEM
1A. RISK FACTORS

 An investment in our common stock involves significant
risks. You should carefully consider the following risks and all other information set forth in this Annual Report before deciding to
invest in our common stock. If any of the events or developments described below occurs, our business, financial condition and results
of operations may suffer. In that case, the value of our common stock may decline, and you could lose all or part of your investment.

 You should consider each of the following risk
factors and any other information set forth in this Annual Report and the other reports filed by the Company with the SEC, including the
Company's financial statements and related notes, in evaluating the Company's business and prospects. The risks and uncertainties
described below are not the only ones that impact on the Company's operations and business. Additional risks and uncertainties not
presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any
of the following risks actually occurs, the Company's business and financial condition, results or prospects could be harmed. Please
also read carefully the section entitled "Special Note Regarding Forward-Looking Statements" at the beginning of this Annual
Report.

 Risks Related to the Company and Financial Condition

 We have a history of annual net losses which
may continue and which may negatively impact our ability to achieve our business objectives.

 As of December 31, 2024, we had cash of $0.0 million
and negative working capital of $6.5 million. We have incurred recurring losses, anticipate continuing losses, and reported losses available
to common shareholders for the years ended December 31, 2024 and December 31, 2023 of $4.0 million and $6.9 million, respectively. In
the past, we have financed our operations principally through investment by Hyperscale, our current parent company. There can be no assurance
that, even if our revenues increase, future operations will result in net income. Our failure to increase our revenues or improve our
gross margins will harm our business. We may not be able to sustain or increase profitability on a quarterly or annual basis in the future.
If our revenues grow more slowly than we anticipate, our gross margins fail to improve or our operating expenses exceed our expectations,
our operating results will suffer. The prices we charge for our products may decrease, which would reduce our revenues and gross margins
and harm our business. If we are unable to sell our products at acceptable prices relative to our costs, or if we fail to develop and
introduce on a timely basis new products from which we can derive additional revenues, our financial results will suffer. These factors
raise substantial doubt regarding the Company's ability to continue as a going concern for the 12 months following the issuance
of these financial statements.

 Our business model will continue to evolve
as we focus on our EV charging operating segment, which will increase the complexity of our business.

 Our business model has evolved in the past and
will continue to do so as we focus on our EV charging operating segment. In prior years we have added additional types of services and
product offerings and in some cases, we have modified or discontinued those services and product offerings. We intend to continue to try
to offer additional types of products or services, including with respect to our EV charging products and services, and we do not know
whether any of them will be successful. From time to time, we have also modified aspects of our business model relating to our product
mix. We do not know whether these or any other modifications will be successful. The additions and modifications to our business have
increased the complexity of our business and placed significant strain on our management, personnel, operations, systems, technical performance,
financial resources, and internal financial control and reporting functions. Future additions to or modifications of our business are
likely to have similar effects. Further, any new business or website we launch that is not favorably received by the market could damage
our reputation or our brand. The occurrence of any of the foregoing could have a material adverse effect on our business.

 We will need, but may be unable to obtain,
funding on satisfactory terms, or at all; any financing we do obtain could dilute our shareholders and investors or impose burdensome
financial restrictions on our business.

 We have relied upon cash from financing activities
and in the future, we hope to rely on revenues generated from operations to fund all of the cash requirements of our activities. However,
it is extremely unlikely that we will be able to generate any significant cash from our operating activities in the foreseeable future.
Future financings may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing
or other financing of securities senior to our common stock will likely include financial and other covenants that will restrict our flexibility.
Any failure to comply with these covenants may cause an event of default and acceleration of the obligation to pay the debt, which would
have a material adverse effect on our business, prospects, financial condition and results of operations and we could lose our existing
sources of funding and impair our ability to secure new sources of funding. You should not assume that Hyperscale will support us financially
in the future. There can be no assurance that we will be able to generate any further investor interest in our securities or other types
of funding, in which case you would likely lose the entirety of the value of our shares that will be distributed to you.

 Our acquisition growth
strategy is subject to a significant degree of risk.

 Our growth strategy through
acquisitions involves a significant degree of risk. Some of the companies that we have identified as acquisition targets may not have
a developed business or are experiencing inefficiencies and incur losses. Therefore, we may lose our investment assuming we are able to
make one, in the event that these companies' businesses do not develop as planned or that they are unable to achieve the anticipated
cost efficiencies or reduction of losses.

 Further, in order to
implement our growth plan, we have hired additional staff and consultants to review potential investments and implement our plan. As a
result, we have substantially increased our infrastructure and costs. If we fail to quickly find new companies that provide revenue to
offset our costs, we will continue to experience losses. No assurance can be given that our product development and investments will produce
sufficient revenues to offset these increases in expenditures.

 If we make any acquisitions, they may disrupt
or have a negative impact on our business.

 Whenever we make acquisitions, we could have difficulty
integrating the acquired companies' personnel and operations with our own. In addition, the key personnel of the acquired business
may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are
successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase
our expenses. In addition to the risks described above, acquisitions are accompanied by several inherent risks, including, without limitation,
the following:

 The possibility that senior management and/or management of future acquired companies terminate their
employment prior to or shortly following our completion of integration;

 difficulty of integrating acquired products, services or operations;

 integration of new employees and management into our culture while maintaining focus on operating efficiently
and providing consistent, high-quality goods and services;

 potential disruption of the ongoing businesses and distraction of our management and the management of
acquired companies;

 unanticipated issues with transferring customer relationships;

 complexity associated with managing our combined company;

 difficulty of incorporating acquired rights or products into our existing business;

 difficulties in disposing of the excess or idle facilities of an acquired company or business and expenses
in maintaining such facilities;

 difficulties in maintaining uniform standards, controls, procedures and policies;

 potential impairment of relationships with employees and customers as a result of any integration of new
management personnel;

 potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing
of the products to new and existing customers;

 effect of any government regulations which relate to the business acquired; and

 potential unknown liabilities associated with acquired businesses or product lines, or the need to spend
significant amounts to retool, reposition or modify the marketing and sales of acquired products or the defense of any litigation, whether
or not successful, resulting from actions of the acquired company prior to our acquisition.

 Our business could be severely impaired if and
to the extent that we are unsuccessful in addressing any of these risks or other problems encountered in connection with any acquisition,
many of which cannot be presently identified. If we fail to satisfactorily address them, these risks and problems could disrupt our ongoing
business, distract our management and employees, increase our expenses and adversely affect our results of operations.

 Our business and operations are growing, and
if we fail to effectively manage our growth, our business and operating results could be harmed.

 We have experienced, and may continue to experience,
growth in our operations. This has placed, and may continue to place, significant demands on our management, operational and financial
infrastructure. If we do not manage our growth effectively, the quality of our products and services could suffer, which could negatively
affect our operating results. To effectively manage our growth, we must continue to improve our operational, financial and management
controls and reporting systems and procedures. These systems improvements may require significant capital expenditures and management
resources. Failure to implement these improvements could hurt our ability to manage our growth and our financial position.

 There is no assurance of successful expansion
of operations.

 Our significant increase in the scope and the
scale of our operations, including the hiring of additional personnel, has resulted in significantly higher operating expenses. We anticipate
that our operating expenses will continue to increase. Expansion of our operations may also make significant demands on our management,
finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion
of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures
and controls. We cannot assure that significant problems in these areas will not occur. Failure to expand these areas and implement and
improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse
effect on our business, financial condition and results of operations. We cannot assure that attempts to expand our marketing, sales,
manufacturing and customer support efforts will succeed or generate additional sales or profits in any future period. As a result of the
expansion of our operations and the anticipated increase in our operating expenses, along with the difficulty in forecasting revenue levels,
we expect to continue to experience significant fluctuations in its results of operations.

 We may be unable to successfully expand our
production capacity, which could result in material delays, quality issues, increased costs and loss of business opportunities, which
may negatively impact our product margins and profitability.

 Part of our future growth strategy is to increase
our production capacity to meet increasing demand for our goods. Assuming we obtain sufficient funding to increase our production capacity,
any projects to increase such capacity may not be constructed on the anticipated timetable or within budget. We may also experience quality
control issues as we implement any production upgrades. Any material delay in completing these projects, or any substantial cost increases
or quality issues in connection with these projects could materially delay our ability to bring our products to market and adversely affect
our business, reduce our revenue, income and available cash, all of which could harm our financial condition.

 If we fail to anticipate and adequately respond
to rapid technological changes in our industry, including evolving industry-wide standards, in a timely and cost-effective manner, our
business, financial condition and results of operations would be materially and adversely affected.

 The markets in which we operate are characterized
by technological changes. Such changes, including evolving industry standards, changes in customer requirements and new product introductions
and enhancements, could render our products obsolete. Accordingly, we are required to constantly monitor and anticipate technological
changes in our industry and develop new product offerings and technologies or adapt or modify our existing offerings and technologies
to keep pace with technological advances in our industry and remain competitive.

 Our ability to implement our business strategy
and continue to grow our revenues will depend on a number of factors, including our continuing ability to:

 identify emerging technological trends in our current and target markets.

 identify additional uses for our existing technology to address customer needs in our current and future
markets;

 enhance our offerings by adding innovative features that differentiate our offerings from those of our
competitors; and

 design, develop, manufacture, assemble, test, market and support new products and enhancements in a timely
and cost-effective manner.

 We believe that, to remain competitive in the
future, we will need to continue to invest significant financial resources in developing new offerings and technologies or to adapt or
modify our existing offerings and technologies, including through internal product design and development, strategic acquisitions and
joint ventures or other arrangements. However, these efforts may be more costly than we anticipate and there can be no assurance that
they will be successful.

 To the extent our customers adopt such new technology
in place of our products, the sales of our products may be adversely affected. Such competition may also increase pricing pressure for
our products and adversely affect the revenues from such products.

 Our future success depends upon our ability
to develop, and market differentiated, leading-edge power conversion products for larger customers as well as off-grid power generation
and distribution technologies, potentially contributing to lengthy product development and sales cycles that may result in significant
expenditures before revenues are generated.

 The power system industry and the industries in
which many of our customers operate are characterized by intense competition, rapid technological change, quickened product obsolescence,
and price erosion for mature products, each of which could have an adverse effect on our results of operations. The development of new,
innovative products is often a complex, time-consuming and costly process involving significant investment in research and development,
with no assurance of return on investment. Although we have introduced many products over recent years, there can be no assurance we will
be able to continue to develop and introduce new and improved products and power system concepts in a timely or efficient manner. Similarly,
there can be no assurance that recently introduced or to be developed products will achieve customer acceptance.

 Our future success depends substantially upon
customer acceptance of our innovative products and services. As we have been in the early stages of market penetration for our EVSE infrastructure
and eMobility service, we have experienced lengthy periods during which we have focused our product development efforts on the specific
requirements of a limited number of large customers, followed by further periods of delay before meaningful purchase orders are received.
As a result, we may incur significant product development expenses, as well as significant sales and marketing expenses, before we generate
the related revenues for these products.

 We cannot offer any assurance that the markets
we currently serve will grow in the future, our power products, including EVSE infrastructure and services, will meet respective market
requirements, or we can maintain adequate gross margins or operating profits in these markets.

 Our future results will depend on our ability
to maintain and expand our existing sales channels and to build out our marketing, business development and sales functions.

 To grow our business, we must add new customers
for our products in addition to retaining and increasing sales to our current customers. Currently, we have a limited sales force focused
on establishing relationships with customers that we expect to expand over time. We have historically relied on key executives to drive
growth through return business with existing customers. Building out marketing, business development and sales functions in all operating
subsidiaries is critical to drive significant growth in line with our strategic plans. We plan to contract for marketing services to improve
our websites, manage public relations and optimize our social media presence. Failure to recruit and retain the business development and
sales personnel to execute on outreach and capture of new business, or the failure of those new hires or marketing services to perform
as expected, will limit our ability to achieve our growth targets.

 The sale of our products is dependent upon
our ability to satisfy the proprietary requirements of our customers.

 We depend upon a relatively narrow range of products
for the majority of our revenue. Our success in marketing our products is dependent upon their continued acceptance by our customers.
In some cases, our customers require that our products meet their own proprietary requirements. If we are unable to satisfy such requirements,
or forecast and adapt to changes in such requirements, our business could be materially harmed.

 We depend upon a few major customers for a
majority of our revenues, and the loss of any of these customers, or the substantial reduction in the quantity of products that they purchase
from us, would significantly reduce our revenues.

 We currently depend upon a few major OEMs and
other customers for a significant portion of our revenues. Given the nascent stage of the industry, a limited number of contractual commercial
customers and OEM partners currently account for a substantial portion of our income. Our operating projections are currently contingent
on our performance under our commercial contracts with, medical and healthcare, defense and aerospace, and industrial and telecommunications
customers. We expect that a majority of our sales outside of our new eMobility market may continue to come from a concentrated number
of commercial customers and OEM partners. We expect a substantial portion of our revenues in the near future to be from our eMobility
market and as a result, to be subject to any risks specific to those entities and the jurisdictions and markets in which they operate,
including their ability to develop a portfolio of EV charging infrastructure models and attract customers for those models. We may be
unable to accomplish our business plan to diversify and expand our customer and OEM partner base by attracting a broad array of customers
and OEM partners, which could negatively affect our business, results of operations and financial condition.

 If our major OEM customers reduce or cancel their
orders scaling back some of their activities, our revenues would be significantly reduced. Further, diversions in the capital spending
of certain of these customers to new network elements have and could continue to lead to their reduced demand for our products, which
could, in turn, have a material adverse effect on our business and results of operations. If the financial condition of one or more of
our major customers should deteriorate, or if they have difficulty acquiring investment capital due to any of these or other factors,
a substantial decrease in our revenues would likely result. We are dependent on the electronic equipment industry and accordingly will
be affected by the impact on that industry of current economic conditions.

 Substantially all of our existing customers are
in the electronic equipment industry, and they manufacture products that are subject to rapid technological change, obsolescence, and
large fluctuations in demand. This industry is further characterized by intense competition and volatility. The OEMs serving this industry
are pressured for increased product performance and lower product prices. OEMs, in turn, make similar demands on their suppliers, such
as us, for increased product performance and lower prices. Such demands may adversely affect our ability to successfully compete in certain
markets or our ability to sustain our gross margins.

 We anticipate growing international sales for a portion of our revenues,
for which there can be no assurance.

 Sales to customers outside of North America accounted
for 2%, and 10% of revenues for the years ended December 31, 2024, and 2023, respectively, and we expect that international sales will
represent an increasing portion of our total revenues. International sales are subject to the risks of international business operations
as described above, as well as generally longer payment cycles, greater difficulty collecting accounts receivable and currency restrictions.

 Our backlog is subject to reduction and cancellation
and unavailability of raw materials used in our products, which could negatively impact our revenues and results of operations.

 Backlog represents products or services that our
customers have committed by contract to purchase from us. Many of the orders that comprise our backlog may be canceled by our customers,
and we cannot be certain that the amount of our backlog does not exceed the level of orders that will ultimately be delivered. Moreover,
cancellations of purchase orders or reductions of product quantities in existing contracts could substantially and materially reduce backlog
and, consequently, future revenues. Our failure to replace orders for canceled backlog or replace decreased backlog could negatively impact
our revenues and results of operations. Further, disruption in the supply chain of electronic components and material parts used as raw
materials in our products may affect our ability to manufacture products which could substantially reduce backlog.

 Although we depend on sales of our legacy products
for a meaningful portion of our revenues, these products are mature, and their sales will decline.

 A relatively large portion of our sales have historically
been attributable to our legacy products. We expect that these products may continue to account for a meaningful percentage of our revenues
for the foreseeable future. However, these sales are declining. Although we are unable to predict future prices for our legacy products,
we expect that prices for these products will continue to be subject to significant downward pressure in certain markets for the reasons
described above. Accordingly, our ability to maintain or increase revenues will be dependent on our ability to expand our customer base,
increase unit sales volumes of these products and successfully, develop, introduce, and sell new products such as custom design and value-added
products. We cannot assure you that we will be able to expand our customer base, increase unit sales volumes of existing products or develop,
introduce and/or sell new products.

 We are heavily dependent on our senior management,
and a loss of a member of our senior management team could cause our stock price to suffer.

 If we lose the services of Amos Kohn, our Chief
Executive Officer and Chief Financial Officer, Marcus Charuvastra, our President, and Douglas Gintz, our Chief Technology Officer, and/or
certain key employees, we may not be able to find appropriate replacements on a timely basis, and our business could be adversely affected.
Our existing operations and continued future development depend to a significant extent upon the performance and active participation
of these individuals and certain key employees. Although we have entered into employment agreements with Mr. Kohn and we may enter into
employment agreements with Mr. Charuvastra and additional key employees in the future, we cannot guarantee that we will be successful
in retaining the services of these individuals. If we were to lose any of these individuals, we may not be able to find appropriate replacements
on a timely basis and our financial condition and results of operations could be materially adversely affected.

 Furthermore, competition for employees can be
intense, particularly in Silicon Valley where TurnOnGreen is headquartered, and the ability to attract, hire and retain them depends on
TurnOnGreen's ability to provide competitive compensation. In addition, job market dynamics have been impacted by the "great
resignation," with a significant number of people leaving the workforce, and future challenges related to TurnOnGreen's "return-to-office"
plans, hybrid work model or workplace practices could lead to attrition and difficulty attracting high-quality employees. TurnOnGreen
may not be able to attract, assimilate, develop, or retain qualified personnel in the future, and failure to do so could adversely affect
its business, including the execution of its global business strategy.

 If we are unable to identify, attract, train
and retain qualified personnel, especially our design and technical personnel, our business and results of operations would be materially
and adversely affected, and we may not be able to effectively execute our business strategy.

 Our performance and future success largely depend
on our continuing ability to identify, attract, train, retain and motivate qualified personnel, including our management, sales and marketing,
finance and in particular our engineering, design and technical personnel. For example, we currently have a limited number of qualified
personnel for the assembling and testing processes. We do not know whether we will be able to retain all these personnel as we continue
to pursue our business strategy. Our engineering, design and technical personnel represent a significant asset. The competition for qualified
personnel in our industry is intense and constrains our ability to attract qualified personnel. The loss of the services of one or more
of our key employees, especially of our key engineering, design and technical personnel, or our inability to attract, retain and motivate
qualified personnel, could have a material adverse effect on our business, financial condition and operating results.

 Our technology is generally unpatented, and others may seek
to copy it.

 We operate in an industry in which the ability
to compete depends on the development or acquisition of proprietary technologies that must be protected to preserve the exclusive use
of such technologies. We devote substantial resources to establish and protect our proprietary rights. This protection, however, may not
prevent competitors from independently developing products similar or superior to our products. We may be unable to protect our IP that
competitors could restrict or replicate, of which may have a material adverse effect on our competitive position. In addition, the intellectual
property laws of foreign countries may not protect our rights to the same extent as those of the United States.

 We generally do not patent technology developed
by us and we cannot be sure that others will not independently develop the same or similar technology or otherwise obtain access to our
technology. To protect our rights in these areas, we require all employees, consultants and others who work for or with us to enter into
confidentiality agreements. We cannot be sure, however, that these agreements will provide meaningful protection for our trade secrets,
know-how or other information in the event of any unauthorized use, misappropriation or disclosure.

 Failure of our information technology infrastructure
to operate effectively could adversely affect our business.

 We depend heavily on information technology infrastructure
to achieve our business objectives. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability
to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such event
could cause us to lose customers or revenue and could require us to incur significant expenses to remediate.

 Our insurance coverage and indemnity may be
insufficient to cover potential liabilities we may face due to the risks inherent in the products and services we provide.

 We are exposed to liabilities that are unique
to the products and services we provide. A significant portion of our business relates to designing, developing and manufacturing components,
integrated assemblies and subsystems for advanced defense, medical, transportation, industrial, technology and communications systems
and products. New technologies associated with these systems and products may be untested or unproven. Components of certain defense systems
and products we develop are inherently dangerous. Failures of satellites, missile systems, air traffic control systems, homeland security
applications and aircraft have the potential to cause loss of life and extensive property damage. In most circumstances, we may receive
indemnification from the government end users of our defense offerings in the United States, the United Kingdom and Israel. In addition,
failures of products and systems that we manufacture or distribute for medical devices, transportation controls or industrial systems
also have the potential to result in loss of life, personal injury and/or extensive property damage.

 While we maintain insurance for certain risks,
the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial
costs from an accident or incident. It also is not possible for us to obtain insurance to protect against all operational risks and liabilities.
Substantial claims resulting from an incident in excess of government indemnity and our insurance coverage would harm our financial condition,
results of operations and cash flows. Moreover, any accident or incident for which we are liable, even if fully insured, could negatively
affect our standing with our customers and the public, thereby making it more difficult for us to compete effectively, and could significantly
impact the cost and availability of adequate insurance in the future.

 Risks Related to Our EV Charging Business and
the EV Charging Industry

 We are dependent upon our and our contract
manufacturers' ability to timely procure electronic components.

 Because of the global economy, many raw material
vendors have reduced capacities, closed production lines and, in some cases, even discontinued their operations. As a result, there is
a global shortage of certain electronic or mineral components, which may extend our production lead-time and our production costs. Some
materials are no longer available to support some of our products, thereby requiring us to search for cross materials or, even worse,
redesign some of our products to support currently available materials. Such redesign efforts may require certain regulatory and safety
agency re-submittals, which may cause further production delays. While we have initiated actions that we believe will limit our exposure
to such problems, the dynamic business conditions in many of our markets may challenge the solutions that have been put in place, and
issues may recur in the future.

 In addition, most of our products are manufactured,
assembled and tested by third party subcontractors and contract manufacturers located in Asia, and particularly China. While we have had
relationships with many of these third parties in the past, we cannot predict how or whether these relationships will continue in the
future. In addition, changes in management, financial viability, manufacturing demand or capacity, or other factors, at these third parties
could hurt our ability to manufacture our products.

 We may not be able to procure necessary key components or
raw materials, or we may purchase excess raw material inventory or unusable inventory, which increases the risk of reserve charges to
reduce the value of any inventory deemed excess or obsolete, thereby reducing our profitability.

 The power systems industry, and the electronics
industry as a whole, can be subject to pronounced, lengthy business cycles and otherwise subject to sudden and sharp changes in demand.
Our success is, in part, dependent on our ability to forecast and procure inventories of components and materials to match production
schedules and customer delivery requirements. Many of our products require raw materials supplied by a limited number of vendors and,
in some instances, a single vendor. During certain periods, key components or materials required to build our products may become unavailable
in the timeframe required for us to meet our customers' needs. Our inability to secure sufficient raw materials to manufacture products
for our customers has reduced, in the past, our revenue and profitability and could do so again.

 We may choose, and have chosen, to mitigate our
inventory risks by increasing the levels of inventory for certain products, components and materials. Such increased inventory levels
may increase the potential risk for excess or obsolete inventories, should our forecasts fail to materialize or if there are negative
factors impacting our customers' end markets, leading to order cancellation. If we identify excess inventory or determine certain
inventory is obsolete (i.e., unusable), we likely will record additional inventory reserves (i.e., expenses representing the write-off
of the excess or obsolete inventory), which could have an adverse effect on our gross margins and on our operating results.

 We depend on international operators for a
substantial portion of our components and products.

 We purchase a substantial portion of our components
from foreign manufacturers and have a substantial portion of our commercial products assembled, packaged and tested by subcontractors
located outside the United States. These activities are subject to the uncertainties associated with international business operations,
including trade barriers and other restrictions, changes in trade policies, governmental regulations, currency exchange fluctuations,
reduced protection for intellectual property, war and other military activities, terrorism, changes in social, political, or economic
conditions, and other disruptions or delays in production or shipments, any of which could have a materially adverse effect on our business,
financial condition, and/or operating results.

 Although no assurance can be given that future
disruptions will not occur, to date, we have not experienced any disruptions due to our reliance on foreign manufacturers. In the future,
if any one of our foreign manufacturers experiences an extensive disruption in the production of the products that we need, we will have
to pursue alternative plans of production, such as finding an alternative manufacturer to produce those products affected by such disruption.
Alternative manufacturers that produce the products that we need do exist. Nonetheless, having to locate an alternative supplier may
cause a material disruption in our ability to produce and supply products to our customers. If we have to pursue alternative plans of
production, it could have a materially adverse effect on our business, financial condition, and operating results.

 We may face significant risks and operational
disruptions in transitioning to a new contract manufacturer, which could adversely affect our business, results of operations, and customer
relationships.

 Shifting production to a new contract manufacturer
("CM") involves numerous challenges and introduces substantial risks that could materially impact our operations. The transition may result
in technical and engineering setbacks, including the loss of specialized expertise and difficulties in re-qualifying manufacturing processes
and replicating established workflows at the new facility. We may also face quality and reliability issues as the new CM ramps up production,
potentially resulting in increased product defects or variability in quality standards. The change could disrupt our supply chain due
to uncertainty in sourcing raw materials and components, extended lead times, or diminished supplier reliability.

 Additionally, the transition may require significant
capital expenditures related to new equipment, tooling, and inventory adjustments, as well as increased operational costs during the ramp-up
period. We may experience delays in production output and reduced capacity during this time, which could impair our ability to meet customer
demand. There is also a heightened risk of intellectual property leakage or confidentiality breaches associated with onboarding a new
CM, along with potential compliance and regulatory hurdles that could delay necessary certifications.

 Such disruptions may negatively impact customer
satisfaction and damage our brand reputation, especially if product delivery timelines or quality expectations are not met.

 Collectively, these risks could impair our ability
to deliver products reliably, fulfill contractual obligations, and maintain our competitive position in the market.

 Changes in U.S. and international trade policies, particularly with
respect to China, and key trading countries, may adversely impact our business and operating results.

 We currently rely on foreign third-party manufacturers,
and parts suppliers, including those in China, Taiwan, Israel, and other countries. The U.S. government and persons involved in the
Trump administration have made statements and taken certain actions that may lead to potential changes to U.S. and international
trade policies. In April 2025, the U.S. government announced a tariff rate of up to 145% on imports from China. Tariffs of 10were
imposed on imports from both Taiwan and Israel. If maintained and if extended to other countries, tariffs, and the potential
escalation of trade disputes with China and other countries could pose a significant risk to our business and could result in higher
cost of revenues and operating expenses. The extent and duration of any tariffs and the resulting impact on general economic
conditions and on our business are uncertain and depend on various factors, such as negotiations between the United States and China
and/or other countries, the response of such countries, exemptions or exclusions that may be granted, availability.

 Disruption of our manufacturing facilities or
other operations or those of our suppliers, or in the operations of our customers, due to climate change, earthquake, flood, other natural
catastrophic events, public health crises or terrorism could result in cancellation of orders, delays in deliveries or other business
activities, or loss of customers and could seriously harm our business.

 We have operations, suppliers and customers located
in the U.S., China and Israel. Operations at our manufacturing facilities and our assembly subcontractors and those of our suppliers,
as well as our other operations and those of our customers, are subject to disruption for a variety of reasons, including work stoppages,
acts of war such as Russia's invasion of Ukraine, terrorism, public health crises, fire, earthquake, volcanic eruptions, drought,
storms, sea-level rise, extreme temperatures, energy shortages, spikes in energy demand or power blackouts, disruptions in the availability
of water necessary for our operations (including, but not limited to, in areas of relatively high water stress), flooding or other natural
disasters; and certain of these events may become more frequent or intense as a result of climate change. Such disruption could in the
future cause inefficiencies in our workforce and delays in, among other things, shipments of products to our customers, our ability to
perform services requested by our customers, the ability of our suppliers to supply us components for our products in a timely manner,
or the timely installation and acceptance of our products at customer sites. Such disruptions could also induce illiquidity for our customers
and suppliers, further straining our supply chain and causing continued uncertainty in customers' abilities to pay for the products
they purchase and their demand for our products and services. In case of any disruptions in our supply chain, we may need to commit to
increased purchases and provide longer lead times to secure critical components, which could increase inventory obsolescence risk.

 Changes to fuel economy standards may negatively
impact the EV market and thus the demand for our products and services.

 As regulatory initiatives have required an increase
in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance
of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues to rise, whether
as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for
electric and high energy vehicles could diminish. Regulatory bodies may also adopt rules that substantially favor certain alternatives
to petroleum-based propulsion over others, which may not necessarily be EVs. This may impose additional obstacles to the purchase
of EVs or the development of a more ubiquitous EV market. Finally, the current litigation between the state of California and the National
Highway Transit Safety Administration could impact California's ability to set fuel economy standards that encourage the adoption
of EVs and are followed by many other states. If any of the above causes or contributes to consumers or businesses to no longer purchase
EVs or purchase them at a lower rate, it would materially and adversely affect our business, operating results, financial condition and
prospects.

 The EV market currently benefits from the availability
of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost
of EVs and EV charging stations. The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV
charging stations, which would adversely affect our financial results.

 Although energy costs for EVs are generally lower
than for similar conventional vehicles, purchase prices can be significantly higher. Prices are likely to equalize with conventional vehicles,
as production volumes increase and battery technologies continue to mature. Also, initial costs can be offset by fuel cost savings, federal
tax credits, and state and utility incentives. The federal Clean Vehicle Tax Credits are available are available to consumers, fleets,
businesses, and tax-exempt entities investing in new, used, and commercial clean vehicles including all-electric vehicles, plug-in hybrid
electric vehicles, fuel cell EVs and EV charging infrastructure. Some states and electric utilities also offer incentives.

 The U.S. federal government, foreign governments
and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates,
tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates,
tax credits, and other financial incentives to lower the effective price of EVs and EV charging stations to customers. However, these
incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory
or legislative policy. For example, on August 16, 2022, President Biden signed the Inflation Reduction Act, which includes thousands
of dollars in tax credits and rebates for consumers who buy electric vehicles, install solar panels or make other energy-efficient upgrades
to their homes. However, makers of EV's may well increase their prices for such vehicles by an equal amount, thereby removing any
benefit that a prospective customer may have been eligible to receive.

 We also derive other revenue from regulatory credits.
If government support of these credits declines, our ability to generate this other revenue in the future would be adversely affected.
The availability of such credits may decline even with general governmental support of the transition to EV infrastructure. For example,
in September 2020, California Governor Gavin Newsom issued Executive Order N-79-20 (the "EO"), announcing a target
for all in-state sales of new passenger cars and trucks to be zero-emission by 2035. On August 25, 2022, the California Air
Resources Board issued the Advanced Clean Cars II, a rule that establishes a year-by-year roadmap so that by 2035 100% of new cars and
light trucks sold in California will be zero-emission vehicles, including plug-in hybrid electric vehicles. The regulation codifies the
light-duty vehicle goals set out in the EO. While the EO calls for the support of EV infrastructure, the form of this support is unclear.
If California or other jurisdictions choose to adopt regulatory mandates instead of establishing or continuing green energy credit regimes
for EV infrastructure, our revenue from these credits would be adversely impacted.

 In addition, the California Energy Commission
Clean Transportation Program provides grants to light-duty local government and tribal government fleets for the purchase, installation,
and maintenance of Level 2 and DCFC. Applicants may receive up to $12,500 per Level 2 port and up to $100,000 per DC fast charging port.
Eligible projects must install a minimum of 100 charging ports. Applicants must be in California and provide a cost share of at least
30% for limited segments.

 Taxpayers who purchase an eligible vehicle may
qualify for a tax credit of up to $7,500 for qualified new vehicles and up to $4,000 for qualified pre-owned vehicles. Eligibility for
the clean vehicle tax credit is based on a number of requirements for new and pre-owned vehicles including income and vehicle requirements.

 The size and composition of the national public
charging network will ultimately depend on evolving consumer behavior and will vary by community.

 While growth in all types of charging is necessary,
the eventual size and composition of the national public charging network will ultimately depend on the national rate of EV adoption,
EV preferences across urban, suburban, and rural locations, access to

 residential/overnight charging, and individual
charging preferences. The size (as measured by number of ports) of the national public charging network could vary by up to 50% (excluding
privately accessible infrastructure) by varying the share of plug-in hybrids, driver charging etiquette, and access to private workplace
charging. Additionally, the national network is expected to vary dramatically by community. For example, densely populated areas will
require significant investments to support those without residential access and ride-hailing electrification, while more rural areas are
expected to require fast charging along highways to support long-distance travel for those passing through.

 Continued investments in U.S. charging
infrastructure are necessary. A cumulative national capital investment of $53–$127 billion in charging infrastructure is
needed by 2030 (including private residential charging) to support 33 million PEVs. The large range of potential capital costs found
in this study is a result of variable and evolving equipment and installation costs observed within the industry across charging
networks, locations, and site designs. The estimated cumulative capital investment includes:

 $22–$72 billion for privately accessible Level 1 and Level 2 charging ports

 $27–$44 billion for publicly accessible fast charging ports

 $5–$11 billion for publicly accessible Level 2 charging ports.

 As mentioned earlier, the lack of substantial
investment by federal and state entities in energy generation, grid upgrades, and energy distribution networks will significantly hinder
the adoption of electric vehicles. Consequently, this will impede our ability to achieve our growth objectives.

 Our revenue growth ultimately depends on consumers'
willingness to adopt electric vehicles in a market that is still in its early stages.

 Our growth is highly dependent upon the adoption
by consumers of EVs, and we are subject to the risk of reduced demand for EVs. If the market for EVs does not gain broader market acceptance
or develops slower than we expect, our business, prospects, financial condition and operating results will be harmed. The market for alternative
fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors,
evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment
manufacturers, and changing consumer demands and behaviors.

 We are in a highly competitive EV charging
services industry and there can be no assurance that we will be able to compete with many of our competitors which are larger and have
greater financial resources.

 We face strong competition from competitors in
the EV charging services industry, including competitors who could duplicate our model. Many of these competitors may have substantially
greater financial, marketing and development resources and other capabilities than us. In addition, there are very few barriers to entry
into the market for our services. There can be no assurance, therefore, that any of our current and future competitors, many of whom
may have far greater resources, will not independently develop services that are substantially equivalent or superior to our services.
Therefore, an investment in our company is very risky and speculative due to the competitive environment in which we may operate.

 Our competitors may be able to provide customers
with different or greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract performance,
geographic presence and driver price. Further, many of our competitors may be able to utilize substantially greater resources and economies
of scale to develop competing products and technologies, divert sales away from us by winning broader contracts or hire away our employees
by offering more lucrative compensation packages.

 Our business is subject
to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations,
and such risks may increase in the future as we expand the scope of such services with other parties.

 We do not typically install
charging stations at customer sites. These installations are often performed by our partners or electrical contractors with an existing
relationship with the customer and/or knowledge of the site. The installation of charging stations at a particular site is generally subject
to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection
and related matters, and frequently requires various local and other governmental approvals and permits that may vary by jurisdiction.
In addition, building codes, accessibility requirements or regulations may hinder EV charger installation because they end up costing
the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact our recognition
of revenue in certain cases and/or impact customer relationships, either of which could impact our business and profitability.

 Further, we may install
charging stations at customer sites or manage contractors, primarily as part of offering customers a turnkey solution. Working with contractors
may require us to obtain licenses or require us or our customers to comply with additional rules, working conditions and other union requirements,
which can add costs and complexity to an installation project. In addition, if these contractors are unable to provide timely, thorough
and quality installation-related services, customers could fall behind their construction schedules
leading to liability or cause customers to become dissatisfied with the solutions we offer, and our overall reputation would be harmed.

 If we fail to offer
high-quality support to charging station owners and drivers, our business and reputation will suffer.

 Once a customer has installed
our charging stations and subscribed to our services, station owners and drivers will rely on us to provide support services to resolve
any issues that might arise in the future. Rapid and high-quality customer support is important so station owners can provide charging
services and drivers can receive reliable charging for their EVs. The importance of high-quality customer support will increase as we
seek to expand our business and pursue new customers and geographies. If we do not quickly resolve issues and provide effective support,
our ability to retain customers or sell additional products and services to existing customers could suffer and our brand and reputation
could be harmed.

 We rely on charging
station manufacturing and other partners, and a loss of any such partner or interruption in the partner's production could have
a material adverse effect on our business.

 If we experience a significant increase in demand
for our charging stations and services, or if we need to replace an existing supplier, it may not be possible to supplement or replace
them on acceptable terms, which may undermine our ability to deliver products to customers in a timely manner. For example, it may take
a significant amount of time to identify a manufacturer that has the capability and resources to build charging stations in sufficient
volume. Identifying suitable suppliers and manufacturers could be an extensive process that requires us to become satisfied with their
quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical
practices. Accordingly, a loss of any significant suppliers or manufacturers, or an interruption in their production, could have an adverse
effect on our business, financial condition and operating results.

 Moreover, the bi-directional EV charging
station market as a whole is relatively new and charging station manufacturers are even more limited and requirements are evolving. Though
we work with multiple vendors, it is likely that at the time a new product is launched, and new requirements are rolled out, we may rely
on a single vendor. Certifications might also be delayed, as tests are not always available at the time of commercial launch. Certain
of these requirements might at times apply to technology inside the vehicles, in which case such risks could also be pushed on the vehicle
OEMs. To the extent we rely on a single supplier, the risks to us would be intensified.

 Our future results are dependent on our ability
to establish, maintain and expand our manufacturers' representative OEM relationships and our other relationships.

 We market and sell our products through domestic
and international OEM relationships and other distribution channels, such as manufacturers' representatives and distributors. Our
future results are dependent on our ability to establish, maintain and expand our relationships with OEMs as well as with manufacturers'
representatives and distributors to sell our products. If, however, the third parties with whom we have entered into such OEM and other
arrangements should fail to meet their contractual obligations, cease doing, or reduce the amount of their, business with us or otherwise
fail to meet their own performance objectives, customer demand for our products could be adversely affected, which would have an adverse
effect on our revenues.

 We rely on third-party vendors and subcontractors
for supply of components, assemblies, and services and, therefore, cannot control the availability or quality of such components, assemblies,
and services. Any interruptions in goods provided by these third parties may impair our ability to support our customers.

 We depend on third-party vendors and subcontractors
to supply components, assemblies and services used to manufacture our products, some of which are supplied by a single vendor. We have
experienced shortages of certain semiconductor and electronic components and delays in service delivery, have incurred additional and
unexpected costs to address the shortages and delays, and have experienced our own delays in production and shipping.

 If suppliers or subcontractors cannot provide
their products or services on time or to our specifications, we may not be able to meet the demand for our products and our delivery times
may be negatively affected. In addition, we cannot directly control the quality of the products and services provided by third parties.
In order to expand revenue, we likely will need to identify and qualify new suppliers and subcontractors to supplant or replace existing
suppliers and subcontractors, which may be a time-consuming and expensive process. In addition, any qualification of new suppliers may
require customers of our products utilizing products and services from new suppliers and service providers to undergo a re-qualification
process. Such circumstances likely would lead to disruptions in our production, increased manufacturing costs, delays in shipping to our
customers, and/or increases in prices paid to third parties for products and services.

 We rely on a third-party partner to provide certain
manufacturing steps associated with some of our proprietary processes to support our power products and solutions. This process, developed
with the third-party partners, involves complex printed circuit board assembly, advanced environmental conditioning and accelerated testing
performed on equipment developed by us or the third-party partners. An important, differentiating benefit of this proprietary process
is that it does not generate problematic effluent, resulting in an environmentally safe approach to our products with minimal waste. We
have entered into agreements with a third-party partner for production and transfer of technologies and process know-how, including the
purchase of the enabling equipment developed by the third-party partner.

 To date, we have successfully relied upon this
third-party partner to perform these manufacturing steps, although we have experienced delivery delays associated with the third-party
partner's volume constraints. This experience caused us to accelerate our schedule for establishing our own high-volume capabilities
in-house, modifying, in 2020, our construction plans to accommodate a dedicated, on-premises metal surface finishing facility. We expect
to rely on our third-party partner for production requirements through the installation and qualification for production of our products.
We also expect to rely on our third-party partner in the future for surge capacity requirements.

 In the event one of our third-party vendors experiences
a cybersecurity incident, we have taken steps to mitigate potential damages to our operations by diversifying our sources of supply to
such an extent that we have the ability to move production of a product impacted by such cybersecurity incident to an alternative third-party
vendor. Due to our diverse sources of supply, we do not believe that cybersecurity incidents at the third-party vendor level of our supply
chain will have a material impact on our business. However, if our third-party partner experiences a cybersecurity incident, our operations
related to manufacturing associated with some of our proprietary processes supporting our power products and solutions could be disrupted,
or otherwise negatively affected. If we are unable to procure alternatives in a timely and efficient manner and on acceptable terms, or
at all, third-party supply unavailability could result in customer dissatisfaction, regulatory scrutiny and damage to our reputation and
brand, and other consequences that could adversely affect our business.

 We are dependent on information technology in our operations
and the failure of such technology may adversely affect our business. Potential security breaches of our information technology systems,
including cyber-attacks, could lead to liability or could damage our reputation and financial results.

 Although no assurance can be given that future
disruptions will not occur, to date we have not experienced problems with the operations of our current technology systems or the technology
systems of third parties on which we rely. In the future, we may experience such problems, as well as with the development and deployment
of new information technology systems, which could adversely affect, or even temporarily disrupt, all or a portion of our operations until
resolved. Inabilities and delays in implementing new systems can also affect our ability to realize projected or expected cost savings.
Any system's failures could impede our ability to timely collect and report financial results in accordance with applicable laws.

 Information technology system and/or network disruptions
could harm the company's operations. Failure to effectively prevent, detect and recover from security breaches, including cyber-attacks,
could result in the misuse of company assets, unauthorized use or publication of our trade secrets and confidential business information,
disruption to the company, diversion of management resources, regulatory inquiries, legal claims or proceedings, reputational damage,
loss of sales, reduction in value of our investment in research and development, among other costs to the company. Although we have not
experienced any attempts to gain unauthorized access to our information technology systems on which we maintain proprietary and confidential
information, in the future, we may experience such attempts. The risk of a security breach or disruption, particularly through cyber-attacks,
or cyber intrusion, including by computer hackers, and cyber terrorists, has generally increased as cyber-attacks have become more prevalent
and harder to detect and fight against. Additionally, outside parties may attempt to access our confidential information through other
means, for example by fraudulently inducing our employees to disclose confidential information. We actively seek to prevent and detect
any unauthorized access. These threats are also continually evolving and, as a result, might become increasingly difficult to detect.

 We face intense industry competition, price
erosion and product obsolescence, which, in turn, could reduce our profitability.

 We operate in an industry that is generally characterized
by intense competition. We believe that the principal bases of competition in our markets are breadth of product line, quality of products,
stability, reliability and reputation of the provider, along with cost. Quantity discounts, price erosion, and rapid product obsolescence
due to technological improvements are therefore common in our industry as competitors strive to retain or expand their market share. Product
obsolescence can lead to increases in unsaleable inventory that may need to be written off and, therefore, could reduce our profitability.
Similarly, price erosion can reduce our profitability by decreasing our revenues and our gross margins. In fact, we have seen price erosion
over the last several years on most of the products we sell, and we expect additional price erosion in the future.

 If we are unable to satisfy our customers'
specific product quality, certification or network requirements, our business could be disrupted, and our financial condition could be
harmed.

 Our customers demand that our products meet stringent
quality, performance and reliability standards. We have, from time to time, experienced problems in satisfying such standards. Defects
or failures have occurred in the past, and may in the future occur, relating to our product quality, performance and reliability. From
time to time, our customers also require us to implement specific changes to our products to allow these products to operate within their
specific network configurations. If we are unable to remedy these failures or defects or if we cannot affect such required product modifications,
we could experience lost revenues, increased costs, including inventory write-offs, warranty expense and costs associated with customer
support, delays in, or cancellations or rescheduling of, orders or shipments and product returns or discounts, any of which would harm
our business.

 Risks Related to Our Relationship with Hyperscale

 As long as Hyperscale controls us, your ability
to influence matters requiring shareholder approval will be limited.

 As of December 31, 2024, Hyperscale beneficially
owns approximately 26 million shares of our common stock and approximately 33.5 million through its ownership of shares of our Series
A Preferred Stock, the Preferred Stock is subject to a 19.9% beneficial ownership limitation, representing approximately 17% of the combined
voting power of our outstanding common stock. For so long as Hyperscale beneficially owns shares of our common stock representing at least
a majority of the votes entitled to be cast by the holders of outstanding common stock, and potentially even a number of beneficially
owned shares that falls short of a majority, Hyperscale will be able to elect all of the members of our board of directors. For so long
as any of the shares of Series A Preferred Stock remains issued and outstanding, Hyperscale will have the ability to appoint a majority
of our board of directors.

 In addition, until such time as Hyperscale beneficially
owns shares of our common stock representing less than a majority of the votes entitled to be cast by the holders of outstanding common
stock, Hyperscale will have the ability to take shareholder action without the vote of any other shareholder and without having to call
a shareholder meeting, and shareholders will not be able to affect the outcome of any shareholder vote during this period. As a result,
Hyperscale will have the ability to control all matters affecting us, including:

 •
 the composition of our Board and, through our Board, any determination with respect to our business plans
and policies;

 •
 any determinations with respect to mergers, acquisitions and other business combinations;

 •
 our acquisition or disposition of assets;

 •
 our financing activities;

 •
 changes to our articles of incorporation and bylaws;

 •
 corporate opportunities that may be suitable for us and Hyperscale;

 •
 determinations with respect to enforcement of rights we may have against third parties, including with
respect to intellectual property rights;

 •
 the payment of dividends on our common stock;

 •
 the number of shares available for issuance under our stock plan for our prospective and existing employees;
and

 •
 the strategy, direction and objectives of our business.

 It should be noted that Hyperscale may not require
beneficial ownership amounting to an outright majority to control or very strongly influence any of the above matters, in part because
many shareholders would not attend, whether in person or not, any of our shareholder meetings(s). If Hyperscale does not provide any requisite
consent allowing us to conduct such activities when requested, we will not be able to conduct such activities and, as a result, our business
and our operating results may be harmed. Hyperscale's voting control and its additional rights described above may discourage
transactions involving a change of control of us, including transactions in which you as a holder of our common stock might otherwise
receive a premium for your shares over the then-current market price. Hyperscale is not prohibited from selling a controlling interest
in us to a third party and may do so without your or our approval and without providing for a purchase of your shares of common stock.
Accordingly, your shares of common stock may be worth less than they would be if Hyperscale did not maintain voting control over us or
have the additional rights described above.

 Hyperscale's interests and objectives as
a shareholder may not align with, or may even directly conflict with, your interests and objectives as a shareholder. For example, Hyperscale
may be more or less interested in us entering into a transaction or conducting an activity due to the impact such transaction or activity
may have on Hyperscale as a company, independent of us. In such instances, Hyperscale may exercise its control over us in a way that is
beneficial to Hyperscale, and you will not be able to affect the outcome so long as Hyperscale continues to hold a majority of the outstanding
shares entitled to vote. Even if Hyperscale were to reduce its ownership below a majority of the aggregate voting power of the common
stock, it could still retain effective control of our company provided that it maintained a significant number of our outstanding common
stock.

 In the event Hyperscale is acquired or otherwise
undergoes a change of control, any acquirer or successor will be entitled to exercise the voting control and contractual rights of Hyperscale
and may do so in a manner that could vary significantly from what Hyperscale would have done or not done.

 Our historical financial information as a subsidiary
of Hyperscale may not be representative of our results as an independent public company.

 The historical financial information we have included
in this Annual Report does not necessarily reflect what our financial position, results of operations or cash flows would have been had
we been an independent entity during the historical periods presented. The historical costs and expenses reflected in our consolidated
financial statements include an allocation for certain corporate functions historically provided by Hyperscale, including tax, accounting,
treasury, legal, human resources, compliance, insurance, sales and marketing services. The historical financial information is not necessarily
indicative of what our results of operations, financial position, cash flows or costs and expenses will be in the future. We have not
made pro forma adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result
of our transition to becoming a public company, including changes in our employee base, potential increased costs associated with reduced
economies of scale and increased costs associated with being a publicly traded, stand-alone company. For additional information, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and
notes thereto.

 Risks Relating to the Distribution and Ownership
of Our Common stock

 We may not achieve the benefits expected from
the Distribution and may be more susceptible to adverse events.

 We expect that, as a company independent from
Hyperscale, we will be able to grow organically and through acquisitions. Nonetheless, we may not be able to achieve any of these benefits.
Further, by separating from Hyperscale, there is a risk that we may be more susceptible to adverse events than we would have otherwise
experienced as a subsidiary of Hyperscale. As a subsidiary of Hyperscale, we enjoyed certain benefits, including economies of scope and
scale in costs, employees and business relationships. These benefits may not be as readily achievable as a smaller, stand-alone company.

 There is a limited public market for our common
stock, and there may be a large number of sales after the Distribution.

 Although our common stock has been publicly traded
since 2007, due to the relatively few number of shares held in the "public float," the relatively few number of shareholders
and the infrequency of trading, there is currently only a limited trading market for our common stock and there can be no assurance as
to the extent of the trading market that will develop following the Distribution.

 Immediately after the Distribution, it is possible
that there may be a larger number of sellers than purchasers of our common stock, as new shareholders may not be interested in owning
an interest in our company attempt to sell their shares of our common stock. If such a situation exists, the price of our common stock
would likely be adversely affected.

 An active, liquid trading market for our common
stock does not currently exist and may not develop after this report, and as a result, you may not be able to sell your common stock at
or above the public offering price, or at all.

 A relatively inactive trading market exists for
our common stock on the Pink Open Market (Current Information). No assurance can be given as to the following:

 •
 that we will be successful in causing our common stock to become listed on the OTCQB Market or, in the
future, any national securities exchange such as The Nasdaq Capital Market or NYSE American;

 •
 the likelihood that a more active trading market for shares of our common stock will develop or be sustained;

 •
 the liquidity of any such market;

 •
 the ability of our shareholders to sell their shares of common stock; or

 •
 the price that our shareholders may obtain for their shares of common stock.

 If an active market does not develop for our common
stock or is not maintained, the market price of our common stock may decline and you may not be able to sell your shares. The market price
of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action,
tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our common stock.

 The price of our common stock may have little
or no relationship to the historical bid prices of our common stock on the Pink Open Market (Current Information).

 There has been no public market for our capital
stock other than on the Pink Open Market (Current Information). Given the limited history of sales and the lack of publicly available
information about our business, financing and financial results available, among other factors, this information may have little or no
relation to broader market demand for our common stock and thus the price of our common stock. As a result, you should not rely on these
historical sales prices as they may differ materially from subsequent prices of our common stock following the Distribution.

 Future sales, or the perception of future sales,
of a substantial amount of our shares of common stock could depress the trading price of our common stock.

 If we or our shareholders sell substantial amounts
of our shares of common stock in the public market following the Distribution or if the market perceives that these sales could occur,
the market price of shares of our common stock could decline. These sales may make it more difficult for us to sell equity or equity-linked
securities in the future at a time and price that we deem appropriate, or to use equity as consideration for future acquisitions.

 As of the date of this filing, we have 2,000,000,000 shares
of common stock and 50,000,000 shares of "blank check" preferred stock authorized. As of April 22, 2025, we had 183,983,122
shares of common stock outstanding. Of these shares, 170,808,311 shares of common stock are currently held by unaffiliated shareholders.
However, these figures do not take into account issuances of common stock that we may make between now and the Distribution Date, including
those subject to conversion of Hyperscale's preferred stock, nor does it account for any other shares that may be issued, including
but not limited to such shares awarded under a management incentive plan that we intend to establish before the Distribution.

 The rights of the holders of common stock may
be impaired by the potential issuance of preferred stock.

 Our articles of incorporation give our board of
directors the right to create new series of preferred stock. As a result, the board of directors may, without shareholder approval, issue
preferred stock with voting, dividend, conversion, liquidation, or other rights which could adversely affect the voting power and equity
interest of the holders of common stock. Preferred stock, which could be issued with the right to more than one vote per share, could
be utilized as a method of discouraging, delaying, or preventing a change of control. The possible impact on takeover attempts could adversely
affect the price of our common stock. Although we have no present intention to issue any shares of preferred stock in addition to those
issued to Hyperscale in the Acquisition, we may issue such shares in the future.

 Because we do not intend to pay dividends on our common stock, you
must rely on stock appreciation for any return on your investment.

 We presently intend to retain any future earnings
and do not expect to pay any dividends in the foreseeable future. As a result, you must rely on stock appreciation and a liquid trading
market for any return on your investment. If an active and liquid trading market does not develop, you may be unable to sell your shares
of common stock at the time you would like to sell.

 Anti-takeover provisions in our charter documents
could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

 Our corporate documents and Nevada law contain
provisions that may enable our board of directors to resist a change in control of our company even if a change in control were to be
considered favorable by you and other shareholders. These provisions authorize the issuance of "blank check" preferred stock
that could be issued by our board of directors to help defend against a takeover attempt. Further, Nevada law prohibits large shareholders,
in particular those owning 10% or more of our outstanding voting stock, from merging or consolidating with us except under certain circumstances.
These provisions and other provisions under Nevada law could discourage, delay or prevent a transaction involving a change in control
of our company. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect
directors of your choosing and cause us to take other corporate actions you desire.

 The regulation of penny stocks by the SEC and FINRA may have an
effect on the tradability of our securities.

 Our shares of common stock are currently quoted
on the Pink Open Market (Current Information). Our common stock is subject to a Securities and Exchange Commission rule that imposes special
sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of
$5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 for the past two
years (or that, when combined with a spouse's income, exceeds $300,000).

 For transactions covered by the rule, the broker-dealer
must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability
of sellers to sell their securities in any market that might therefore develop.

 In addition, the Securities and Exchange Commission
has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5,
15g-6, 15g-7, and 15g-9 under the Exchange Act. Because our securities constitute "penny stocks" within the meaning of the
rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of our common stock to sell
our securities in any market that might develop for them.

 Shareholders should be aware that, according to
the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter
or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
(iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale
dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses.
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a
position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines
of practical limitations to prevent the described patterns from being established with respect to our securities.

 The shares of our common stock may be thinly traded on the Pink
Open Market, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given
time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a
small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community
that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would
be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock
until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity
in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading
activity that will generally support continuous sales without an adverse effect on the price of our common stock.

 If securities analysts do not publish research
or reports about our business or if they publish negative evaluations of our stock, the price of our common stock could decline.

 The trading market for our common stock will rely
in part on the research and reports that industry or financial analysts publish about us or our business. We do not currently have and
may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price
of our common stock could decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade
their evaluations of our stock, the price of our common stock could decline. If one or more of these analysts cease to cover our stock,
we could lose visibility in the market for our common stock, which in turn could cause our stock price to decline.

 Our charter provides for limitations of director
liability and indemnification of directors, officers and employees.

 Our articles of incorporation limit the liability
of directors to the maximum extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

 •
 breach of their duty of loyalty to us or our shareholders;

 •
 act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 •
 unlawful payments of dividends or unlawful stock repurchases, or redemptions as provided in the Nevada
Revised Statutes; or

 •
 transaction from which the directors derived an improper personal benefit.

 These limitations of liability do not apply to
liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive
relief or rescission.

 Our bylaws provide that we will indemnify our
directors, officers and employees to the fullest extent permitted by law. Our bylaws also provide that we are obligated to advance expenses
incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that these provisions are
necessary to attract and retain qualified persons as directors and officers.

 The limitation of liability in our articles of
incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They
may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide
a benefit to us and our shareholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of
settlement and damage awards against directors and officers pursuant to these indemnification provisions.

 General Risk Factors

 If we fail to establish and maintain an effective
system of internal control over financial reporting, we may not be able to report our financial results accurately or prevent fraud. Any
inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price
of our common stock.

 Effective internal control over financial reporting
is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent
fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business
and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect
our financial condition, results of operations and access to capital. We have carried out an evaluation under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of
the design and operation of our disclosure controls and procedures as of the end of the most recent period covered by this report. Based
on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures
were not effective at the reasonable assurance level due to the material weaknesses described below.

 A material weakness is a deficiency, or
a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board ("PCAOB") Audit Standard No.
5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual
or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material
weaknesses which have caused management to conclude that as of December 31, 2024, our internal control over financial reporting ("ICFR")
was not effective at the reasonable assurance level:

 We do not have sufficient resources in our accounting function, which restricts our ability to gather,
analyze and properly review information related to financial reporting, including fair value estimates, in a timely manner. Due to our
size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the
extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate
individuals. The company's primary user access controls to ensure appropriate authorization and segregation of duties that would adequately
restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented
effectively.

 The insufficient resources in our accounting function also resulted in a deficiency over design and implementation
of effective revenue recognition policies, procedures and controls with respect to the identification, timing and treatment of various
new contracts with customers.

 Management also concluded that there was a deficiency in internal controls over financial reporting relating
to the accounting treatment for complex financial instruments which resulted in the failure to properly account for such instruments,
specifically with respect to the classification and proper accounting treatment of preferred shares.

 We did not design and maintain effective controls associated with related party transactions and disclosures.
The controls in place were not designed at a sufficient level of precision or rigor to effectively prepare and review the financial records
in such manner as to identify and properly disclose the nature and financial data of all our related party relationships.

 Management evaluated the impact of our failure
to have segregation of duties, inadequacy in design of revenue recognition policies and procedures, failure to properly account for and
provide adequate disclosures of complex financial instruments and deficiency in identification and a disclosure of related party transactions
and concluded that the multiple control deficiencies that resulted represented material weaknesses.

 While management evaluates the effectiveness of
our internal controls on a regular basis, these controls may not always be effective. There are inherent limitations on the effectiveness
of internal controls, including collusion, management override, and failure in human judgment. In addition, control procedures are designed
to reduce rather than eliminate business risks. In the event our Chief Executive Officer or Chief Financial Officer, our certifying officers
under the Sarbanes-Oxley Act of 2002 (the "SOX"), or our independent registered public accounting firm determines our internal
controls over financial reporting are not effective as defined under Section 404 of SOX, we may be unable to produce reliable financial
reports or prevent fraud, which could materially harm our business. In addition, we may be subject to sanctions or investigation by government
authorities or self-regulatory organizations, such as the SEC or the Financial Industry Regulatory Authority ("FINRA"). Any
such actions could affect investor perceptions of our company and result in an adverse reaction in the financial markets due to a loss
of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit
our access to capital.

 We have begun to implement the actions noted below
(including appropriate staffing to execute such actions) in the following areas to strengthen our internal control over financial reporting
in an effort to remediate the material weaknesses.

 Inventory. We have enhanced the design
of existing controls and implemented new controls over the accounting, processing and recording of inventory. Specifically, we have strengthened
the design of the management review control over inventory-in-transit. We have implemented processes to ensure timely identification and
evaluation of inventory cut-off, and we are requiring additional accountability from counterparties on the accuracy of incoming and outgoing
shipment documentation. We have deployed information system enhancements and have made better use of current system capabilities in order
to improve the accuracy of inventory cut-off, reporting and reconciliation. In addition, we have been creating an assembly bill of materials
("BOM") in our business software to facilitate efficient and accurate manufacturing and provide proper recording of raw materials
inventory. The BOM structure ultimately minimizes inventory inaccuracies and production delays, and we have been increasing cycle counting
of inventory used in production to improve accuracy. Lastly, we have recently hired a material specialist whose responsibility is to maintain
inventory records.

 Revenue Recognition. We intend on enhancing
the design of existing controls and implement new controls over the review of the application and recording of revenue for customer contracts
under the guidance outlined in ASC 606. We also intend on implementing more thorough reviews of contracts by evaluating contractual terms
and determining whether certain contracts should be consolidated, involve related parties and the proper timing of revenue recognition.
These reviews will include more comprehensive contractual analysis from our legal team while ensuring qualified resources are involved
and adequate oversight is performed during the internal technical accounting review process.

 Accounts Receivable. We intend on enhancing
the design of existing controls and implement new controls over the processing and review of accounts receivable billings. We plan to
supplement our accounting staff with more experienced personnel. We will also evaluate information system capabilities in order to reduce
the manual calculations within this business process.

 Complex Financial Instruments. We will
design and implement controls to properly identify and implement the proper accounting treatment and classifications of our complex financial
instruments to ensure our equity accounting and treatment is in accordance with U.S. generally accepted accounting principles. We intend
to accomplish this by implementing more thorough reviews of certain details regarding all rights, penalties, record holders and negative
covenants of the financial instruments in order to apply the correct accounting guidance (liabilities vs. equity vs. temporary equity).

 While these actions and planned actions are subject
to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls
over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial
reporting. We will continue to diligently review our internal control over financial reporting.

 Our operating results may vary from quarter
to quarter.

 Our operating results have in the past been subject
to quarter-to-quarter fluctuations, and we expect that these fluctuations will continue, and may increase in magnitude, in future periods.
Demand for our products is driven by many factors, including the availability of funding for our products in our customers' capital
budgets. There is a trend for some of our customers to place large orders near the end of a quarter or fiscal year, in part to spend remaining
available capital budget funds. Seasonal fluctuations in customer demand for our products driven by budgetary and other concerns can create
corresponding fluctuations in period-to-period revenues, and we therefore cannot assure you that our results in one period are necessarily
indicative of our revenues in any future period. In addition, the number and timing of large individual sales and the ability to obtain
acceptances of those sales, where applicable, have been difficult for us to predict, and large individual sales have, in some cases, occurred
in quarters subsequent to those we anticipated, or have not occurred at all. The loss or deferral of one or more significant sales in
a quarter could harm our operating results for such quarter. It is possible that, in some quarters, our operating results will be below
the expectations of public market analysts or investors. In such events, or in the event adverse conditions prevail, the market price
of our common stock may decline significantly.

 Many of our competitors are larger and have
greater financial and other resources than we do.

 Our products compete and will compete with similar
if not identical products produced by our competitors. These competitive products could be marketed by well-established, successful companies
that possess greater financial, marketing, distribution personnel, and other resources than we do. Using said resources, these companies
can implement extensive advertising and promotional campaigns, both generally and in response to specific marketing efforts by competitors.
They can introduce new products to new markets more rapidly. In certain instances, competitors with greater financial resources may be
able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete
with our products or present cost features that consumers may find attractive.

 Existing or new competitors may develop products
or technologies that more effectively address the demands of our customers and markets with enhanced performance, features and functionality
or lower cost. Larger competitors frequently seek to maintain market share and protect customer relationships through heavily discounted
pricing, which we may not be able to match. If we fail to develop and commercialize leading-edge technologies and products that are cost
effective and maintain high standards of quality and introduce them to the market on a timely basis, our competitive position and results
of operations could be materially adversely affected.

 Changes in the U.S. tax and other laws and regulations may adversely
affect our business.

 The U.S. government may revise tax laws, regulations
or official interpretations in ways that could have a significant adverse effect on our business, including modifications that could reduce
the profits that we can effectively realize, or that could require costly changes to those operations, or the way in which they are structured.
For example, the effective tax rates for most U.S. companies reflect the fact that income earned and reinvested outside the U.S. is generally
taxed at local rates, which may be much lower than U.S. tax rates. If we expand abroad and there are changes in tax laws, regulations
or interpretations that significantly increase the tax rates on non-U.S. income, our effective tax rate could increase, and our profits
could be reduced. If such increases resulted from our status as a U.S. company, those changes could place us at a disadvantage to our
non-U.S. competitors if those competitors remain subject to lower local tax rates.

 Our sales and profitability may be affected by changes in economic,
business and industry conditions.

 If the economic climate in the United States or
abroad deteriorates, customers or potential customers could reduce or delay their technology investments. Reduced or delayed technology
and entertainment investments could decrease our sales and profitability. In this environment, our customers may experience financial
difficulty, cease operations and fail to budget or reduce budgets for the purchase of our products and professional services. This may
lead to longer sales cycles, delays in purchase decisions, payment and collection, and can also result in downward price pressures, causing
our sales and profitability to decline. In addition, general economic uncertainty and general declines in capital spending in the information
technology sector make it difficult to predict changes in the purchasing requirements of our customers and the markets we serve. There
are many other factors which could affect our business, including:

 •
 the introduction and market acceptance of new technologies, products and services;

 •
 new competitors and new forms of competition;

 •
 the size and timing of customer orders (for retail distributed physical product);

 •
 the size and timing of capital expenditures by our customers;

 •
 adverse changes in the credit quality of our customers and suppliers;

 •
 changes in the pricing policies of, or the introduction of, new products and services by us or our competitors;

 •
 changes in the terms of our contracts with our customers or suppliers;

 •
 the availability of products from our suppliers; and

 •
 variations in product costs and the mix of products sold.

 These trends and factors could adversely affect our business, profitability
and financial condition and diminish our ability to achieve our strategic objectives.

 Our limited ability to protect our proprietary
information and technology may adversely affect our ability to compete, and our products could infringe upon the intellectual property
rights of others, resulting in claims against us, the results of which could be costly.

 Many of our products consist entirely or partly
of proprietary technology owned by us. Although we seek to protect our technology through a combination of copyrights, trade secret laws
and contractual obligations, these protections may not be sufficient to prevent the wrongful appropriation of our intellectual property,
nor will they prevent our competitors from independently developing technologies that are substantially equivalent or superior to our
proprietary technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the
laws of the United States. In order to defend our proprietary rights in the technology utilized in our products from third party infringement,
we may be required to institute legal proceedings, which would be costly and would divert our resources from the development of our business.
If we are unable to successfully assert and defend our proprietary rights in the technology utilized in our products, our future results
could be adversely affected.

 Although we attempt to avoid infringing known
proprietary rights of third parties in our product development efforts, we may become subject to legal proceedings and claims for alleged
infringement from time to time in the ordinary course of business. Any claims relating to the infringement of third-party proprietary
rights, even if not meritorious, could result in costly litigation, divert management's attention and resources, require us to reengineer
or cease sales of our products or require us to enter into royalty or license agreements which are not advantageous to us. In addition,
parties making claims may be able to obtain an injunction, which could prevent us from selling our products in the United States or abroad.

 If we ship products that contain defects, the
market acceptance of our products and our reputation will be harmed and our customers could seek to recover their damages from us.

 Our products are complex, and despite extensive
testing, may contain defects or undetected errors or failures that may become apparent only after our products have been shipped to our
customers and installed in their network or after product features or new versions are released. Any such defect, error or failure could
result in failure of market acceptance of our products or damage to our reputation or relations with our customers, resulting in substantial
costs for us and our customers, as well as the cancellation of orders, warranty costs and product returns. In addition, any defects, errors,
misuse of our products or other potential problems within or out of our control that may arise from the use of our products could result
in financial or other damages to our customers. Our customers could seek to have us pay for these losses. Although we maintain product
liability insurance, it may not be adequate.

 The elimination of monetary liability against our directors,
officers and employees under law and the existence of indemnification rights for or obligations to our directors, officers and employees
may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

 Our articles of incorporation contain a provision
permitting us to eliminate the personal liability of our directors to us and our shareholders for damages for the breach of a fiduciary
duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any
future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures
to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and
the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties
and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such
actions, if successful, might otherwise benefit us and our shareholders.

 Failure to build our finance infrastructure
and improve our accounting systems and controls could impair our ability to comply with the financial reporting and internal controls
requirements for publicly traded companies.

 As a public company, we will operate in an increasingly
demanding regulatory environment, which requires us to comply with SOX, the rules and regulations of the SEC, expanded disclosure requirements,
accelerated reporting requirements and more complex accounting rules. Company responsibilities required by SOX include establishing corporate
oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are
necessary for us to produce reliable financial reports and are important to help prevent financial fraud. Commencing with our fiscal year
ending 2024, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management
to report on the effectiveness of our internal controls over financial reporting in our Form 10-K filing for that year, as required by
Section 404 of SOX. We have never been required to test our internal controls within a specified period and, as a result, we may experience
difficulty in meeting these reporting requirements in a timely manner.

 We anticipate that the process of building our
accounting and financial functions and infrastructure will require significant additional professional fees, internal costs and management
efforts. We expect that we will need to implement a new internal system to combine and streamline the management of our financial, accounting,
human resources and other functions. However, such a system would likely require us to complete many processes and procedures for the
effective use of the system or to run our business using the system, which may result in substantial costs. Any disruptions or difficulties
in implementing or using such a system could adversely affect our controls and harm our business. Moreover, such disruption or difficulties
could result in unanticipated costs and diversion of management attention. In addition, we may discover weaknesses in our system of internal
financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal
control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Because of the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error
or fraud will not occur or that all control issues and instances of fraud will be detected.

 If we are not able to comply with the requirements
of Section 404 of SOX in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able
to produce timely and accurate financial statements. If we cannot provide reliable financial reports or prevent fraud, our business and
results of operations could be harmed, investors could lose confidence in our reported financial information and we could be subject
to sanctions or investigations by the SEC or other regulatory authorities.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C. CYBERSECURITY.

 Information Security Program

 Our information security organization
safeguards the confidentiality, integrity, and availability of our systems, services, and data. We employ skilled security and technology
professionals, both internal and external, and continually invest in the resources necessary to adapt and counter evolving cybersecurity
threats. Our work is overseen by the Task Force (as defined below) for strategic guidance and accountability.

 Cybersecurity Risk Management and Strategy

 Our information security program
incorporates a robust cybersecurity risk management strategy. This strategy prioritizes continuous improvement and ensures the confidentiality,
integrity, and availability of our critical systems, data, and operations.

 We leverage industry best
practices, including guidance from the National Institute of Standards and Technology (NIST), to identify, assess, and manage cybersecurity
risks relevant to our business. While we don't adhere to any specific technical standards or specifications, NIST provides a guide to
help us identify, assess, and manage cybersecurity controls and risks relevant to our business.

 •
 Risk Identification: We proactively identify potential threats across our facilities, vendors, operations,
systems, and broader IT environment. Threat intelligence, current attack trends, and industry-specific threats inform our risk assessments.

 •
 Risk Evaluation: We conduct regular risk assessments to measure our preparedness against identified threats.

 •
 Actionable Plans: We ensure risk is addressed and tracking any necessary remediation through an action
plan.

 While cybersecurity risks
are inherent to our industry, we have experienced no material impact on our business strategy, operations, or financial condition to date.
We remain vigilant in managing these risks through our comprehensive security program.

 Cybersecurity Governance

 Management is responsible
for the cybersecurity risk management program as well as actions to identify, assess, mitigate, and remediate material issues. The Company's
cybersecurity risk management program is supervised by our Chief Technology Officer ("CTO"), who reports directly to the Company's
Chief Executive Officer. The CTO and his team are responsible for leading cybersecurity strategy, policy, standards, architecture and
processes.

 Our board of directors has
ultimate oversight of and is charged of cybersecurity matters and receives reports from the CTO on, among other things, the Company's
cyber risks and threats, the status of projects to strengthen the Company's information security systems, and the emerging threat
landscape. In accordance with our cyber incident response plan, the board of directors is promptly informed by management of cybersecurity
incidents with the potential to materially adversely affect the Company or its information systems and is regularly updated about incidents
with lesser impact potential. At least annually, the board of directors reviews and discusses the Company's technology strategy
in combination with the Company's strategic objectives with Management.

 In an effort to detect and defend against cyber
threats, the Company annually provides its employees with various cybersecurity and data protection training programs. These programs
cover timely and relevant topics, including social engineering, phishing, password protection, confidential data protection, asset use
and mobile security, and educate employees on the importance of reporting all incidents promptly.

 ITEM 2. PROPERTIES

 Our principal business and corporate address is
1421 McCarthy Blvd, Milpitas, CA.

 ITEM 3. LEGAL PROCEEDINGS

 The Company is currently
involved in litigation arising from matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory
and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims,
suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

 Certain of these outstanding
matters include speculative or indeterminate monetary amounts. We record an undiscounted liability for contingent losses, including future
legal costs, settlements and judgments, when we consider it is probable that a liability has been incurred and the amount of the loss
can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose
the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously
accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is
required to determine both likelihood of there being a loss and the estimated amount of loss related to such matters.

 With respect to our outstanding
matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually
or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows.
However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock is quoted on the Pink Open Market (Current
Information), operated by OTC Markets Group Inc., under the symbol TOG. The last reported sale price for our common stock, as quoted on
the Pink Open Market, was $0.0063 on April 22, 2025. Quotes of stock trading prices on any over-the-counter market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 We have never declared or paid dividends on our
common stock and do not anticipate paying dividends on our common stock at any time in the foreseeable future. The terms of our series
A preferred stock will prohibit us from paying dividends on all classes of stock junior to such stock (including our common stock) while
shares of our series A preferred stock remain outstanding.

 An application has been submitted to have our shares of common stock
to be received in the Distribution listed for quotation on the OTCQB Market.

 Holders

 As of December 31, 2024, there were 192 shareholders of record of our
common stock based upon the records of the shareholders provided by our transfer agent. Our transfer agent is Computershare, Inc. A
number of holders of our common stock are "street name" or beneficial holders whose shares of record are held by banks, brokers,
and other financial institutions.

 Dividends

 We have never paid or declared any dividends on
our Common Stock and do not anticipate paying cash dividends in the foreseeable future. The terms of our series A preferred stock will
prohibit us from paying dividends on all classes of stock junior to such stock (including our common stock) while shares of our series
A preferred stock remain outstanding.

 Securities Authorized for Issuance Under
Equity Compensation Plans

 On June 27, 2023, the
Company held a special meeting of shareholders, and the shareholders voted and approved the TurnOnGreen,
Inc. 2023 Stock Incentive Plan which reserved 100,000,000 shares for issuance. As of December 31, 2024, no shares had been issued under
the plan.

 Unregistered
Sales of Equity Securities

 We have previously disclosed all sales of securities
without registration under the Securities Act of 1933, as amended.

 Issuer Purchases of Equity Securities

 None

 ITEM 6. RESERVED

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You should read the following discussion and
analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing
elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations,
whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated
in or implied by these forward-looking statements due to several factors, including those discussed in the sections entitled "Risk
Factors" and "Special Note Regarding Forward-Looking Statements," and elsewhere in this Annual Report on Form 10-K.

 Plan of Operations

 We are an emerging electric vehicle ("EV")
electrification infrastructure solutions and premium custom power products company, through our wholly owned subsidiaries Digital Power
Corporation ('DPC") and TOG Technologies Inc. ("TOGT"), design, develop, manufacture and sell highly engineered,
feature-rich, high-grade-power conversion and power system solutions to diverse industries and markets including e-Mobility, medical,
military, telecommunications, and industrial as well as design and provide a line of advanced EV charging solutions. Through DPC, we provide
solutions which leverage a combination of low leakage power emissions, very high-power density with power efficiency, flexible design
leveraging customized firmware and short time to market. Our designed and manufactured, highly engineered, precision power conversion
and control solutions serve mission-critical applications and processes. Through TOGT, we market and sell a line of scalable EV residential,
commercial and ultra-fast charging products and comprehensive charging management software and network services. The business represents
a natural outgrowth from our proprietary core power technologies to optimizing the design and performance of EV charging solutions.

 Our strategy is to be the supplier of choice across
numerous markets that require high-quality power system solutions where custom design, superior product, high quality, time to market
and competitive prices are critical to business success. We believe that we provide advanced custom product design services to deliver
high-grade products that reach a high level of efficiency and density and can meet rigorous environmental requirements. Our customers
benefit from a direct relationship with us that supports all their needs for designing and manufacturing power solutions and products.
By implementing our proprietary core technology, including process implementation in integrated circuits, we can provide cost reductions
to our customers by replacing their existing power sources with our custom design cost-effective products.

 Factors Affecting Our Performance

 We believe that the growth of our business and
our future success depend on various opportunities, challenges, trends and other factors, including the following:

 Our
business model is evolving and we will need to invest a substantial amount of operating capital on an ongoing basis to support our EV
charging solutions business. We expect to use the largest portion of any capital we may be able to raise to purchase EV components and
inventory in connection with future sales and installations. To the extent that the capital expenditure requirements of our EV charging
solutions business are greater than anticipated, any funds we have will be unavailable for our other operations. It is likely that we
will need substantial additional funds for our working capital and capital expenditure requirements as we grow our EV charging solutions
business.

 Our
ability to provide our products and systems on a timely basis relies heavily on obtaining essential electronic components used not only
in our products but also in our customers' products. As an electronics technology original design manufacturer ("ODM") and original
equipment design manufacturer ("OEM"), we continue to face significant challenges in producing some of our products due to
shortages and delays in electronic components and raw materials. Various factor, heightened demand for electronics, and disruptions in
the supply chain, have led to a widespread scarcity of these crucial materials. Some of our customers face similar challenges, affecting
their demand for our products promptly.

 We
are still experiencing long lead times and shortages of critical components used in our products. While the global chip shortage has eased,
certain high-demand components (such as power semiconductors and automotive semiconductor chips), continue to face supply bottlenecks
due to limited fab capacity and ongoing geopolitical factors.

 Tensions
between major economies (e.g., U.S.-China, Taiwan-China) have led to export controls, further restricting the availability of essential
electronic components. These prolonged lead times and supply constraints have negatively impacted our operations throughout 2024, disrupting
our supply chain for semiconductors, electronic components, and raw materials from key vendors.

 Global
manufacturing operations continue to face significant disruptions due to ongoing geopolitical tensions, supply chain bottlenecks, and
the lingering effects of past production suspensions. While the semiconductor shortage has eased in some areas, demand for critical electronic
components (especially power semiconductors and specialized chips) remains high, straining production capacity and increasing procurement
challenges. These disruptions, combined with raw material price volatility, have led to a sustained increase in costs across our supply
chain. Prices for essential materials such as lithium, copper, and rare earth metals remain elevated due to rising demand, resource constraints,
and global trade restrictions. As a result, we estimate that our costs have increased by approximately 25% since 2020, with continued
inflationary pressures affecting procurement and production.

 To
date, our operations were financed principally through investments by Hyperscale and took advantage of Hyperscale's size and purchasing
power in procuring goods, technology, and services, including insurance, employee benefit support and audit, and other professional services.
Though Hyperscale is now a controlling shareholder after the completion of the Acquisition, we may not have access to Hyperscale's
financial and other resources in the future.

 Results of Operations

 for the Years Ended December 31, 2024, and 2023

 2024

 2023

 Change ($)

 Change (%)

 $

 $

 $
 711,000

 %

 Cost of revenue

 2,790,000

 3,306,000

 (516,000
)

 (16
)%

 Gross profit

 2,122,000

 895,000

 1,227,000

 %

 Operating expenses:

 General and administrative

 3,203,000

 3,705,000

 (502,000
)

 (14
)%

 Selling and marketing

 1,293,000

 1,446,000

 (153,000
)

 (11
)%

 Research and development

 407,000

 418,000

 (11,000
)

 (3
)%

 Write off EV Assets

 763,000

 -

 618,000

 Total operating expenses

 5,666,000

 5,569,000

 (43,000
)

)%

 Operating loss

 (3,544,000
)

 (4,674,000
)

 1,412,000

 %

 Other expense:

 Interest expense, related party

 368,000

 160,000

 208,000

 (130
)%

 Interest expense

 56,000

 Total other expense

 424,000

 160,000

 208,000

 (130
)%

 Loss before income taxes

 (3,968,000
)

 (4,834,000
)

 1,204,000

 %

 Income tax provision

 5,000

 (3,973,000
)

 (4,834,000
)

 Preferred dividends

 -

 (2,028,000
)

 2,028,000

 Net loss available to common shareholders

 $
 (3,973,000
)

 $
 (6,862,000
)

 Revenue and Gross Profit

 For the
year ended December 31, 2024, we had increased revenues of $711,000 and increased gross profits of $1,227,000 compared to the year ended
December 31, 2023, primarily due to increased sales of $777,000 to our higher margin defense industry customers and $277,000 to our commercial
and telecom customers, somewhat offset by decreased sales of $343,000 to our medical customers during the year ended December 31, 2024.
Additionally, our cost of revenue decreased primarily due to a decrease in charges for excess obsolete inventory of $583,000 in the year
ended December 31, 2024.

 Net Loss and Operating Expenses

 During the
year ended December 31, 2024, our net loss before income tax provision decreased $866,000 from the year ended December 31, 2023. During
the year ended December 31, 2024, our gross profit increased $1,227,000 as described above, our legal expenses decreased $439,000 and
overhead allocation decreased $261,000. Somewhat offsetting these increases, we recognized increased interest expense of $208,000, increased
salaries and benefits of $320,000 and write off of EV related assets of $763,000.

 Net Loss Available to Common Shareholders

 In September
of 2022, TOG was combined with certain entities under the common control of our Parent. As part of this transaction, we issued preferred
stock that accrues a dividend, which has resulted in an increase in the net loss available to common shareholders of $2.0 million for
the year ended December 31, 2023, compared to the prior year.

 Liquidity and Capital Resources

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations
have not provided sufficient cash flows. We believe that we will continue to incur operating and net losses each quarter until at least
the time we begin significant deliveries of our products. Our inability to continue as a going concern could have
a negative impact on the Company, including our ability to obtain needed financing. In view of these matters,
there is substantial doubt about our ability to continue as a going concern. The Company intends to finance its future development activities
and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including
term notes until such time as funds provided by operations are sufficient to fund working capital requirements. The consolidated financial
statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the
amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As of
December 31, 2024, the Company had cash and cash equivalents of $0.0 million and negative working capital of $6.5 million.

 Critical Accounting Estimates

 Our consolidated financial statements have been
prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet
date, as well as the reported revenues and expenses recognized during the reporting period. Management bases its estimates on historical
experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about
the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material
to our financial statements.

 Impact of Global
Electronic Components Shortages on Our Operations

 We are still experiencing
long lead times and shortages of critical components used in our products. While the global chip shortage has eased, certain high-demand
components—such as power semiconductors and automotive semiconductor chips, continue to face supply bottlenecks due to limited fab
capacity and ongoing geopolitical factors.

 Tensions between major
economies (e.g., U.S.-China, Taiwan-China) have led to export controls, further restricting the availability of essential electronic components.
These prolonged lead times and supply constraints have negatively impacted our operations throughout 2024, disrupting our supply chain
for semiconductors, electronic components, and raw materials from key vendors.

 Impact of Global Trade Policies on Our Operations

 We rely upon vendors outside the U.S. for a significant
amount of our products and related components. And we face resulting uncertainty and risks related to tariffs and other trade policies
which will likely increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies
may adversely affect our business in other ways beyond increased costs for our products. Uncertainty about trade policy, tariff rates,
and other changes in practices affecting international trade might have an adverse effect on our business and results of operation and
we may face challenges in implementing the optimal responses to changing trade conditions. Apart from the impact of macroeconomic factors
on our business operations and on general economic conditions, below are certain factors that affect our results of operations.

 Impact on Our Supply
Chain

 Global manufacturing
operations continue to face significant disruptions due to ongoing geopolitical tensions, supply chain bottlenecks, and the lingering
effects of past production suspensions. While the semiconductor shortage has eased in some areas, demand for critical electronic components
(especially power semiconductors and specialized chips) remains high, straining production capacity and increasing procurement challenges.
These disruptions, combined with raw material price volatility, have led to a sustained increase in costs across our supply chain. Prices
for essential materials such as lithium, copper, and rare earth metals remain elevated due to rising demand, resource constraints, and
global trade restrictions. As a result, we estimate that our costs have increased by approximately 25% since 2020, with continued inflationary
pressures affecting procurement and production.

 Additionally, we have
observed shifts in market demand, with declining sales for off-the-shelf standard products and growing customer preference for customized
solutions. This shift, coupled with extended lead times, raw material shortages, workforce challenges, and supplier shutdowns, has further
strained our operations.

 Supply chain disruptions
(including higher material costs, longer lead times, order delays, and in some cases, customer order cancellations) have had a significant
adverse impact on our business and operational results. Our ability to meet customer demand is heavily dependent on the timely supply
of materials and services from our suppliers and contract manufacturers. However, many of our customers face similar supply constraints,
which have led to deferred deliveries, extended project timelines, and in some cases, outright order cancellations.

 Further exacerbating
these issues are ongoing logistics disruptions, prolonged port congestion, and intermittent supplier shutdowns, all of which have resulted
in increased freight costs and fluctuations in component availability. Trade restrictions and export controls affecting key raw materials
and semiconductor components have further tightened supply, making it increasingly difficult to secure inventory at competitive pricing.

 Ongoing supply chain
challenges and rising logistics costs have adversely impacted our gross margins in fiscal 2024 and continue to present financial headwinds.
We anticipate that material cost inflation, coupled with elevated freight and logistics expenses, will continue to pressure margins in
the foreseeable future. Furthermore, a sustained slowdown in demand for electronic systems (particularly in key industries such as industrial
automation, telecommunications, and electric vehicles (EVs)) could further challenge revenue growth and profitability.

 The cumulative effects
of these supply chain disruptions may limit our ability to manufacture and deliver products efficiently, impacting our ability to meet
market demand while maintaining cost-effectiveness. In response, we have implemented proactive strategies, including supplier diversification,
alternative sourcing, and strategic inventory management, to mitigate risks and improve operational resilience. However, continued volatility
in the global supply chain landscape remains a key challenge that could have a material impact on our business and financial performance.

 Supply chain disruptions,
component shortages, manufacturing interruptions, higher materials, and products' costs, longer lead time, customers' orders'
delays, and some customers' orders cancelations had significant adverse contribution to business and results of operations. For example,
supply chain challenges related to the global semiconductor chip shortages have impacted our customers and, as a result, impacted us.
We depend on the timely supply of materials, services and related products to meet the demands of our customers, which depends in part
on the timely delivery of materials and services from our suppliers and contract manufacturers. Similarly, our customers are facing similar
challenges which adversely affect their business resulting in pushing out the delivery schedule for some orders or canceling some orders
they have placed with.

 The disruptions in manufacturing,
delivery, prolonged port congestion and intermittent supplier shutdowns and delays have resulted in additional costs and, to a lesser
extent, component shortages, and have led to fluctuations in our sales similarly effected many customers of us. The increased demand for
electronic products and trade restrictions that affect raw materials have contributed to a shortfall of semiconductor chips, which has
caused additional supply challenges.

 Ongoing supply chain
challenges, component shortages and heightened logistics costs have adversely affected our gross margins in fiscal 2023 and we expect
that gross margins will continue to be adversely affected by increased material costs and freight and logistic expenses for the foreseeable
future. Further, any sustained downturn in demand for electronic technology used in our customers' electronic systems and EVs would
also harm our business.

 Such adverse impacts
on our supply chain could limit our ability to manufacture and sell our products on a timely and cost effective basis and adversely affect
our gross margins, which could materially adversely affect our business and results of operations. The measures and proactive steps we
have taken to address the challenges posed by recent supply chain disruptions and revenue fluctuations affecting us and our customers.

 In response to these issues, we have implemented
during the years ended December 31, 2024, and 2023 the following measures:

 •
 Strategic Pricing Adjustments: We have increased the pricing of select products to align with our costs and maintain profitability.

 •
 Product Portfolio Optimization: Certain products have been replaced with alternatives that offer higher profit margins, enhancing
overall revenue streams.

 •
 Engineering Contracts: We have secured engineering contracts with new tier 1 customers in the defense and telecommunications
sectors. These contracts focus on designing advanced power electronic products for defense tactical applications and telecommunications
broadband networks. This initiative aims to mitigate supply chain disruptions and offset revenue reduction.

 •
 Diversification of Suppliers: To mitigate the impact of supplier shutdowns, we have qualified alternative suppliers for critical
materials and components.

 •
 Product Redesign: We have redesigned certain products by reengineering main circuit boards to accommodate alternative microchips
and materials, ensuring a stable supply chain.

 •
 Manufacturing Partner Optimization: Production of some products has been relocated from suspended contract manufacturers to
alternative partners with whom we have established relationships, ensuring uninterrupted manufacturing processes.

 •
 Inventory Management: We have procured critical raw materials and increased inventory levels to improve sales delivery response
times.

 •
 Talent Acquisition: In response to staffing shortages, we have hired and continue to onboard qualified personnel to support
our operations effectively.

 These strategic initiatives demonstrate our
commitment to adaptability and resilience in the face of challenges. We remain focused on delivering value to our customers while navigating
market uncertainties.

 Recently Issued Accounting Pronouncements

 The Company has implemented
all the new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have
been issued that might have a material impact on its financial position or results of operations.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 The Company is a smaller reporting company as
defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, the Company is not required to provide
the information required by this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 Page No.

 Report of Independent Registered Public Accounting Firm - Marcum LLP (PCAOB ID Number 688)

 Consolidated Balance Sheets as of December 31, 2024, and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024, and 2023

 Consolidated Statement of Changes in Shareholders' Deficit for the Years Ended December 31, 2024, and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, and 2023

 Notes to the Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Shareholders and Board of Directors of

 TurnOnGreen, Inc. and Subsidiaries

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of TurnOnGreen, Inc. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements
of operations, changes in shareholders' deficit and cash flows for each of the two years in the period ended December 31, 2024,
and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations
and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally
accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has a significant
working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Marcum llp

 Marcum llp

 We have served as the Company's auditor since 2021.

 New York, NY

 April 23, 2025

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 27,000

 $

 Accounts receivable

 730,000

 966,000

 Inventories

 890,000

 1,339,000

 Prepaid expenses

 107,000

 630,000

 TOTAL CURRENT ASSETS

 1,754,000

 2,956,000

 Property and equipment, net

 154,000

 358,000

 Right-of-use assets

 567,000

 1,133,000

 Other noncurrent assets

 270,000

 270,000

 TOTAL ASSETS

 $
 2,745,000

 $
 4,717,000

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 CURRENT LIABILITIES

 Accounts payable, accrued expenses and other current liabilities

 $
 1,376,000

 $
 1,583,000

 Dividends payable

 -

 2,667,000

 Lawsuit liability

 1,122,000

 1,066,000

 Operating lease liability, current

 581,000

 619,000

 Related party notes and advances payable

 5,185,000

 2,472,000

 TOTAL CURRENT LIABILITIES

 8,264,000

 8,407,000

 LONG TERM LIABILITIES

 Operating lease liability, non-current

 50,000

 631,000

 Other long term liabilities

 163,000

 105,000

 TOTAL LIABILITIES

 8,477,000

 9,143,000

 COMMITMENTS AND CONTINGENCIES (NOTE 13)

 REDEEMABLE CONVERTIBLE PREFERRED STOCK

 Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $ 1,000 per share as of December 31, 2024, December 31, 2023, respectively

 25,000,000

 25,000,000

 SHAREHOLDERS' DEFICIT:

 Common Stock, par value $ 0.001 a share; 2,000,000,000 shares authorized as of December 31, 2024 and December 31, 2023: 183,949,923 shares issued and outstanding on December 31, 2024, and 183,941,422 as of December 31, 2023, respectively

 Additional paid-in capital

 16,171,000

 13,504,000

 Accumulated deficit

 ( 47,087,000
)

 ( 43,114,000
)

 TOTAL SHAREHOLDERS' DEFICIT

 ( 30,732,000
)

 ( 29,426,000
)

 TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' DEFICIT

 $
 2,745,000

 $
 4,717,000

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

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Year Ended December 31,

 2024

 2023

 $

 $

 Cost of revenue

 2,790,000

 3,306,000

 Gross profit

 2,122,000

 895,000

 Operating expenses:

 General and administration

 3,610,000

 4,123,000

 Selling and marketing

 1,293,000

 1,446,000

 Write off EV assets

 763,000

 -

 Total operating expenses

 5,666,000

 5,569,000

 Operating loss

 ( 3,544,000
)

 ( 4,674,000
)

 Other expense:

 Interest expense, related party

 368,000

 160,000

 Interest expense

 56,000

 -

 Total other expense

 424,000

 160,000

 Loss before income tases

 ( 3,968,000
)

)

 Income tax provision

 5,000

 -

)

)

 Preferred Dividends

 -

 ( 2,028,000
)

 Net loss available to common shareholders

 $
)

 $
 ( 6,862,000
)

 Net loss per common share basic and diluted:

 $
 ( 0.02
)

 $
 ( 0.04
)

 Weighted average common shares, basic and diluted

 183,944,607

 177,562,045

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

 F- 4

 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS'
DEFICIT

 Common Stock

 Additional

 Total

 Shares

 Amount

 Paid in
 Capital

 Accumulated
 Deficit

 Shareholders'
 Deficit

 Balance, January 1, 2024

 183,941,422

 $

 $
 13,504,000

 $
 ( 43,114,000
)

 $
 ( 29,426,000
)

 Common stock issued upon exercise of warrants

 8,501

 -

 -

 -

 -

 Preferred dividends - forgiveness

 -

 -

 2,667,000

 2,667,000

 -

 -

 -

)

)

 Balance, December 31, 2024

 183,949,923

 $

 $
 16,171,000

 $
 ( 47,087,000
)

 $
 ( 30,732,000
)

 Common Stock

 Additional

 Total

 Shares

 Amount

 Paid in
 Capital

 Accumulated
 Deficit

 Shareholders'
 Deficit

 Balance, January 1, 2023

 172,694,837

 $
 173,000

 $
 12,691,000

 $
 ( 36,252,000
)

 $
 ( 23,388,000
)

 Contribution from Parent

 -

 -

 730,000

 -

 730,000

 Fair value of warrants at issuance

 -

 -

 39,000

 -

 39,000

 Common stock issued upon conversion of convertible notes

 11,241,370

 11,000

 44,000

 -

 55,000

 Common stock issued upon exercise of warrants

 5,215

 -

 -

 -

 -

 Preferred dividends

 -

 -

 -

 ( 2,028,000
)

 ( 2,028,000
)

 -

 -

 -

)

)

 Balance, December 31, 2023

 183,941,422

 $

 $
 13,504,000

 $
 ( 43,114,000
)

 $
 ( 29,426,000
)

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

 F- 5

 CONSOLIDATED STATEMENT OF CASH FLOWS

 For the Year Ended December 31,

 Cash flows from operating activities:

 2024

 2023

 $

)

 $

 ( 6,862,000

)

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

 Depreciation and amortization

 94,000

 93,000

 Amortization of right-of-use assets

 566,000

 528,000

 Amortization of debt discount

 -

 89,000

 Write off EV assets

 763,000

 -

 Inventory adjustment

 270,000

 853,000

 Allocation of parent company overhead

 -

 153,000

 Changes in operating assets and liabilities

 Accounts receivable

 236,000

 56,000

 Prepaid expenses and other assets

 ( 88,000

)

 ( 29,000)

 Inventory

 179,000

 403,000

 Accounts payable

 ( 85,000

)

 ( 89,000)

 Accrued expenses and other current liabilities

 ( 66,000

)

 ( 48,000)

 Dividends payable

 -

 2,028,000

 Operating lease and other liabilities

 ( 561,000

)

 ( 516,000

)

 Net cash used in operating activities

 ( 2,665,000

)

 ( 3,341,000

)

 Cash flows from investing activities:

 Purchase of property and equipment

 ( 42,000

)

 ( 42,000

)

 Cash used in investing activities

 ( 42,000

)

 ( 42,000

)

 Cash flows from financing activities:

 Proceeds from related party advances, net of payments

 2,713,000

 2,482,000

 Proceeds from contribution from parent

 -

 577,000

 Proceeds from note payable, fees

 -

 250,000

 Net cash provided by financing activities

 2,713,000

 3,309,000

 Net decrease in cash and cash equivalents

 6,000

 ( 74,000

)

 Cash at beginning of period

 95,000

 Cash at end of period

 $

 27,000

 $

 Non-cash investing and financing activities

 Forgiveness of accrued dividends

 $

 2,667,000

 $

 -

 Conversion of principal and interest on convertible note

 $

 -

 $

 55,000

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

 F- 6

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2024

 1. DESCRIPTION OF BUSINESS

 Overview

 TurnOnGreen, Inc., a Nevada corporation ("TOG"),
through its wholly owned subsidiaries Digital Power Corporation ("Digital Power") and TOG Technologies Inc. ("TOGT,"
and together with Digital Power, the "Company"), is an emerging provider of premium power electronic and electric vehicle
(EV) charging solutions. The Company designs, develops, manufactures, and sells highly engineered, feature-rich, high-grade power conversion
systems and power solutions for mission-critical, life-sustaining, and lifesaving applications across a variety of sectors, particularly
those operating in demanding and harsh environments. We serve a broad range of markets, including defense and aerospace, medical and healthcare,
industrial applications, telecommunications, e-Mobility, and OEM solutions. Our products are highly adaptive, featuring customized firmware
meticulously configured to meet the specific requirements and challenges of our customers' applications. In addition, we provide
comprehensive EV charging infrastructure and subscription-based charging network management services for residential, fleet, hospitality,
workplace, healthcare, municipal, and educational environments including universities and schools.

 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying consolidated financial statements
are presented in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant
to the rules and regulations of the Securities and Exchange Commission (the "SEC"). References to GAAP issued by the Financial
Accounting Standards Board ("FASB") in these notes to the consolidated financial statements are to the FASB Accounting Standards
Codification ("ASC"). The consolidated financial statements include the accounts of the Company and its subsidiaries, and
all intercompany transactions have been eliminated in consolidation. All significant intercompany accounts have been eliminated in consolidation.

 Accounting Estimates

 The preparation of financial statements, in conformity
with GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates,
judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments
and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates
of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ
from those estimates. Key estimates include net realizable inventory value and useful lives of asset.

 Revenue Recognition

 The Company recognizes revenue under ASC 606, Revenue
from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled
in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 Step 1: Identify the contract with the customer,

 Step 2: Identify the performance obligations in the contract,

 Step 3: Determine the transaction price,

 Step 4: Allocate the transaction price to the performance obligations in the contract, and

 Step 5: Recognize revenue when the company satisfies a performance obligation.

 The Company recognizes revenue primarily from
four different types of contracts:

 Product sales and installation - The Company generates revenues from the sale of its products through
a direct and indirect sales force and primarily receives fixed consideration for sales of products. Some contracts contain a combination
of product sales with a service such as installation of the products, which is expected to be performed in the near term. Such services
are distinct and accounted for as separate performance obligations. For sales, the Company's performance obligations to deliver
products are satisfied at the point in time when products are shipped to the customer, which is when the customer obtains control over
the goods. The installation service on these types of contracts is usually completed within six to twelve weeks.

 F- 7

 The Company recognizes installation service revenue over time using the cost-to-cost measure of progress,
which measures an installation obligation's progress toward completion based on the ratio of actual contract costs incurred to date
to the Company's estimated costs at completion. Significant judgment may be required by management in the cost estimation process
for these contracts, which is based on the knowledge and experience of the Company's project managers, subcontractors and financial
professionals. Total estimated costs to complete projects include direct labor, material, permits and subcontractor costs.

 The Company also provides standard assurance
warranties on product functionality, which are not separately priced or considered material.

 Some of the Company's contracts
with distributors include stock rotation rights after six months for slow-moving inventory, which represents variable consideration. The
Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it
is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant.

 Because the Company's product sales agreements
have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not
disclosing information about its remaining performance obligations.

 Sales Tax Collected from Customers

 As a part of the Company's normal course
of business, sales taxes are collected from customers in accordance with local regulations. Sales taxes collected are remitted, in a timely
manner, to the appropriate governmental tax authority on behalf of the customer. The Company's policy is to present revenue and
costs net of sales taxes.

 Deferred Revenue

 Deferred revenue consists of billings on contracts
where performance has commenced, and payments have been received in advance of revenue recognition. Deferred revenue is recognized in
revenue as the related revenue recognition criteria are met.

 Cash and Cash Equivalents

 The Company's cash is maintained in checking
accounts with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance
limits. As of December 31, 2024, and December 31, 2023, the Company had cash of $ 27,000 and $ 21,000, respectively. The Company has not
experienced any losses on deposits of cash and cash equivalents.

 Accounts Receivable and Allowance for Credit Losses

 The Company's receivables are recorded when
invoiced and represent claims against third parties that will be settled in cash. The Company records accounts receivable at the invoiced
amount less an allowance for any potentially uncollectible accounts under the current expected credit loss impairment model and discloses
the net amount of the financial instrument expected to be collected. The Company estimates the allowance for credit losses based on an
ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the
amount and age of past due accounts. Past-due receivable balances are written off when the Company's internal collection efforts
have been unsuccessful in collecting the amount due.

 Leases

 The Company accounts for its leases under ASC
842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing
leases. Operating leases are recognized as Right-of-use ("ROU") assets, Operating lease liability, current, and Operating
lease liability, non-current on the consolidated balance sheets. Lease assets and liabilities are recognized based on the present value
of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate,
the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value
of future payments. In certain of the lease agreements, the Company receives rent holidays and other incentives. The Company recognizes
lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the
commencement date of required payments. The Company's lease terms may include options to extend or terminate the lease when it is
reasonably certain that the Company will exercise that option. Leasehold improvements are capitalized at cost and amortized over the lesser
of their expected useful life or the life of the lease, without assuming renewal features, if any, are exercised. The Company elected
the practical expedient in ASC 842 and does not separate lease and non-lease components for any of its leases.

 F- 8

 Inventory

 Inventories, inclusive of raw materials and finished
goods, are valued at the lower cost or net realizable value after using the first-in, first-out method. Management compares the cost of
inventory with the net realizable value and adjustments are made for writing down inventory to net realizable value, if lower.

 The Company periodically assesses its inventories
valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve
for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the
time of the review was not expected to be sold, is written off.

 Property and Equipment, Net

 Property and equipment are stated at cost, net
of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not
improve or extend the life of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed
of the cost and accumulated depreciation are removed from the related accounts and any resulting gain or loss is included in the results
of operations for the respective period.

 Warranty

 The Company offers a warranty period for all its
manufactured products to function free from defects in material and workmanship under normal use and service for one to two years on most
products and up to five years for rugged power products for the defense and aerospace markets. For the Company's electric vehicle
supply equipment product line, the Company offers up to a three-year extended warranty beyond the manufacturing warranty period, although
not considered material to its revenue stream. The Company also provides end user technical support for up to fifteen (15) years on many
of its products that have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability
in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include
the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically
assesses the adequacy of its recorded warranty liability.

 Litigation

 The Company records an undiscounted liability
for contingent losses, including future legal costs, settlements and judgments, when it considers it is probable that a liability has
been incurred and the amount of the loss can be reasonably estimated.

 Income Taxes

 The Company determines its income taxes under
the asset and liability method in accordance with ASC No. 740, Income Taxes, which requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets
are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date.

 The Company accounts for uncertain tax positions
in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount
of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax
outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such
determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income
tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability
if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing
authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2024,
and December 31, 2023, there were no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability
that would require disclosure in the financial statements.

 F- 9

 Impairment of Long-lived Assets

 The Company analyzes its long-lived assets
for potential impairment at least annually or when changes in circumstances indicate a possibility of impairment. Impairment losses are
recorded on long-lived assets when indicators of impairment are present. When the carrying value of an asset exceeds the associated undiscounted
expected future cash flows, it is considered to be impaired and is written down to fair value.

 Segments

 The Company determined that its two primary brands
constitute its two operating segments. However, the Company's operating segments continue to be aggregated into one reportable segment
based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment
Reporting.

 F- 10

 Receivables and Concentration of
Credit Risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash and trade receivables.

 Trade receivables of the Company and its subsidiaries
are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers
and to date has not experienced any material losses.

 P referred Shares

 The Company applies the accounting standards for
distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject
to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares
(including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity.

 New Accounting Guidance – Recently Adopted

 On November 27, 2023, the FASB issued ASU No.
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable
segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided
to the chief operating decision maker. The new standard is effective for the Company for the fiscal year beginning after 15 December 2023,
and interim periods within fiscal years beginning after 15 December 2024. The Company adopted ASU No. 2023-07 during the fiscal year ended
December 31, 2024, and the adoption did not result in any material changes to the consolidated financial statements.

 F- 11

 Recent Accounting Pronouncements not yet Adopted

 The Company continually assesses any new accounting
pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Company's
financial reporting, the Company undertakes an analysis to determine any required changes to its Consolidated Financial Statements.

 In December 2024, the FASB issued ASU No. 2024-03,
Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (ASU 2024-03). ASU 2024-03 requires disclosure of
specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.
The objective of the disclosure requirements is to provide disaggregated information to help financial statement users (a) better understand
the Company's performance, (b) better assess the Company's prospects for future cash flows, and (c) compare the Company's
performance over time and with that of other entities. ASU 2024-03 is effective for annual reporting periods beginning after December
15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact
that this guidance will have on our consolidated financial statements.

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which intends to enhance the transparency and decision usefulness of
income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the
rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company for annual periods beginning after December
15, 2024, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this
accounting standard update on its consolidated financial statements and related disclosures.

 3. GOING CONCERN

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations
have not provided sufficient cash flows. The Company believes that it will continue to incur operating and net losses each quarter until
at least the time it begins significant deliveries of its products. The Company's inability to continue as a going concern could have
a negative impact on the Company, including its ability to obtain needed financing, and could adversely affect the trading price of
the Company's common stock. These factors create substantial doubt about the Company's ability to continue as a going
concern for at least one year after the date that the Company's audited consolidated Financial Statements are issued. The Company
intends to finance its future development activities and its working capital needs largely through the sale of equity securities with
some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund
working capital requirements.

 The consolidated financial statements of the Company
do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications
of liabilities that might be necessary should the Company be unable to continue as a going concern.

 F- 12

 4. REVENUE DISAGGREGATION

 The Company's disaggregated revenues consisted
of the following:

 Schedule of disaggregated revenues

 For the Year Ended December 31,

 2024

 2023

 Primary Geographical Markets

 North America

 $
 4,839,000

 $
 3,771,000

 Europe

 49,000

 29,000

 Other

 24,000

 401,000

 $

 $

 Major Goods

 Power supply units

 $
 4,501,000

 $
 3,854,000

 EV chargers

 411,000

 347,000

 $

 $

 Timing of Revenue Recognition

 Revenue recognized over time

 $
 47,000

 $
 16,000

 Goods transferred at a point in time

 4,865,000

 4,185,000

 $

 $

 The Company's related party sales consisted
of the following:

 Schedule of related party sales

 For the Year Ended December 31,

 2024

 2023

 Related Party

 Subsidiaries of Hyperscale

 $
 28,000

 $
 14,000

 The following table provides the percentage of
total revenue attributable to a single customer from which 10% or more of total revenue is derived:

 Schedule of concentration

 For the Year Ended

 For the Year Ended

 Percentage of

 Percentage of

 by Major

 Total Company

 by Major

 Total Company

 Customers

 Customer

 Customer A

 $
 1,721,000

 %

 $
 769,000

 %

 Customer B

 $
 -

 -
 %

 $
 476,000

 %

 5. TRADE RECEIVABLES

 Schedule percentage of total trade receivables

 For the Year Ended

 For the Year Ended

 Trade Receivables

 Percentage of

 Total Receivables

 Percentage of

 by Major

 Total Trade

 by Major

 Total Trade

 Customer

 Receivables

 Customer

 Receivables

 Customer A

 $
 346,000

 %

 $
 342,000

 %

 Customer C

 $
 91,000

 %

 $
 179,000

 %

 Related party receivables

 As of December 31, 2024, and 2023, the Company had related party receivables
of $ 17,000 and $ 0, respectively.

 F- 13

 6. WRITE OFF EV RELATED ASSETS

 During the year ended December 31, 2024, the Company
determined that the EV charging business was not performing to expectations and that little to no revenue growth in that business is expected
in the immediate future. The Company determined that based on this further investment in the EV charging business would be minimal and
that recoverability of investments in assets specific to the EV charging business would not be realized. This resulted in a write off
of approximately $ 763,000 to prepaid and fixed assets related to the EV business for the year ended December 31, 2024.

 The expenses totaling approximately $ 763,000 are
recorded on the Write off EV assets line of the Consolidated statements of operations for the year ended December 31,2024.

 7. PROPERTY AND EQUIPMENT

 As of December 31, 2024, and 2023, property and
equipment consisted of the following:

 Schedule of property and equipment

 Machinery and equipment

 $
 648,000

 $
 649,000

 Leasehold improvements, furniture and equipment

 221,000

 217,000

 EV chargers

 -

 141,000

 869,000

 1,007,000

 Less: accumulated depreciation and amortization

 ( 715,000
)

 ( 649,000
)

 Property and equipment, net

 $
 154,000

 $
 358,000

 Depreciation and amortization expense related
to property and equipment was $ 94,000 and $ 63,000 for the years ended December 31, 2024, and 2023, respectively.

 Depreciation is calculated using the straight-line
method over the estimated useful lives of the assets, at the following rates:

 Schedule of estimated useful lives of the assets

 Useful Lives

 Asset

 (In Years)

 Computer software and office and computer equipment

 3 - 5

 Machinery and equipment, automobiles, furniture, and fixtures

 3 - 15

 Leasehold improvements

 Over the term of the lease or the life of the asset, whichever is shorter

 8. INVENTORIES

 As of December 31, 2024, and 2023, inventories
consisted of:

 Schedule of inventories

 Finished products

 $
 416,000

 $
 878,000

 Raw materials, parts and supplies

 474,000

 461,000

 Total inventories

 $
 890,000

 $
 1,339,000

 9. LAWSUIT LIABILITY

 Gordon v. Digital Power Corporation

 On or about November 21, 2019, the plaintiff-William Gordon,
filed a complaint against defendant, DPC, alleging wrongful termination and disability discrimination. The arbitration was conducted during
October 2022. Aside from the opening and responding trial briefs, the arbitrator requested additional briefing on two subjects, undisclosed
principal liability, and disclosed principal liability, both of which were submitted. In May 2023 the arbitrator entered a final award
against the Company and in favor of Mr. Gordon in the amount of $1.1 million inclusive of interest, legal fees, administrative fees and
expenses. Interest accrues at 10% per annum.

 The Company has recorded a lawsuit liability of $ 1.1 million
for this judgement as of December 31, 2024, and 2023 in the consolidated balance sheets. Interest expense related to the liability was
$ 56,000 for the year ended December 31, 2024.

 F- 14

 10. LEASES

 Office and Warehouse Leases

 During the years ended December 31, 2024, and
2023, the Company was a lessee as well as a sublessor for a certain office space lease. No residual value guarantees have been provided
by the sublessee. For the years ended December 31, 2024, and 2023, the Company recognized income related to the sublease of $ 91,000 and
$ 84,000, respectively. The sublease expired November 30, 2024. Fixed sublease payments received are recognized on a straight-line basis
over the sublease term and netted against operating lease expenses.

 The Company leases offices and warehouse space
under operating leases requiring periodic payments. The following table provides a summary of leases by balance sheet category as of December
31, 2024, and 2023:

 Summary of leases by balance sheet category

 Operating right-of-use assets

 $
 567,000

 $
 1,133,000

 Operating lease liability – current

 581,000

 619,000

 Operating lease liability – non-current

 50,000

 631,000

 The components of lease expenses recorded within
operating expenses on the Company's consolidated statements of operations for the years ended December 31, 2024, and 2023, were
as follows:

 Schedule of lease cost

 2024

 2023

 Operating lease costs

 $
 649,000

 $
 623,000

 Less: Sublease income

 ( 91,000
)

 ( 84,000
)

 Total

 $
 558,000

 $
 539,000

 The following tables provides a summary of other
information related to leases for the year ended December 31, 2024:

 Summary of other information related to leases

 Cash paid for amounts included in the measurement of lease liabilities:

 -

 Operating cash flows related to operating leases

 $
 702,000

 Right-of-use assets obtained in exchange for new operating lease liabilities

 -

 Weighted-average remaining lease term – operating leases

 1.1 years

 Weighted-average discount rate – operating leases

 %

 Payments due by period of lease liabilities under
the Company's non-cancellable operating lease as of December 31, 2024, were as follows:

 Schedule of non cancellable operating leases

 2025

 $

 609,000

 2026

 51,000

 Total lease payments

 660,000

 Less interest

 ( 29,000

)

 Present value of lease liabilities

 $

 631,000

 11. RELATED PARTY TRANSACTIONS

 The Company is a subsidiary of Hyperscale Data,
Inc. ("Hyperscale"), and as a result Hyperscale is deemed a related party.

 Allocation of General Corporate Expenses

 Hyperscale provides human resources, accounting
and other services to the Company, which are included as allocations of these expenses. The allocation method calculates an appropriate
share of overhead costs by using Company revenue as a percentage of total revenue. This method is reasonable and consistently applied.
Costs incurred in connection with the allocation of these costs are reflected in selling, general and administrative of $ 401,000 and $ 642,000
for the fiscal year end December 31, 2024, and 2023, respectively. As of December 31, 2024, and 2023, $ 401,000 and $ 488,000, respectively
were recorded in Hyperscale advance payable. As of December 31, 2023, $ 153,000 was recorded as Contribution from Parent in the statement
of changes in shareholders' deficit.

 Total Contributions from Parent are $ 0 and $ 730,000
for the period ended December 31, 2024, and 2023, respectively.

 F- 15

 Related Party Sales and Receivables

 The Company recognized $ 28,000 and $ 14,000 in
revenue in the years ended December 31, 2024, and 2023, respectively, from sales to another subsidiary of Hyperscale. As of December 31,
2024, and 2023, the Company had related party receivables of $ 17,000 and $ 0, respectively.

 Related Party Notes and Advances Payable

 Related party notes and advances payable were
used for working capital purposes and on December 31, 2024, and 2023, were comprised of the following:

 Schedule of related party notes and advances payable

 Interest
 rate

 Due date

 2024

 2023

 Hyperscale advance payable

 10 %

 -

 $
 5,118,000

 $
 2,407,000

 Chief Executive Officer

 14 %

 Default

 46,000

 51,000

 Non-officer advance payable

 -

 -

 14,000

 Total related party notes and advances payable

 $
 5,185,000

 $
 2,472,000

 On September 26, 2024, The Company entered into
an Amendment to the Loan and Security Agreement (the "Amendment") with Hyperscale dated August 15, 2023 (the "Credit
Agreement"). The Credit Agreement provided for a secured, non-revolving credit facility with an aggregate principal amount of up
to $ 2,000,000 (the "Credit Limit") through December 31, 2023 (the "Credit Termination Date"). All loans under
the Credit Agreement (collectively, the "Advances") were payable within five business days of a request by Hyperscale, and
Hyperscale was not obligated to provide any further Advances after the Credit Termination Date.

 Pursuant to the Amendment, the Company and Hyperscale
have agreed to, among other things, amend the Credit Agreement to increase the Credit Limit to $ 8,000,000, extend the Credit Termination
Date to December 31, 2026, and provide for additional loans made in excess of the initial Credit Limit to become Advances.

 During June 2023, Hyperscale and the Company's
management determined that all allocations and capital funding provided to us by Hyperscale beginning April 1, 2023, would be repaid,
and treated as a related party note payable. On August 15, 2023, the Company entered into a loan and security agreement (the "security
agreement") with Hyperscale in relation to the June 30, 2023, outstanding Hyperscale advance payable of $701,000. The related party
note payable accrues interest of 10%, has no fixed terms of repayment and is recorded as related party notes and advances payable.

 The Company recorded related party interest expense
of $ 368,000 and $ 160,000 for the years ended December 31, 2024, and 2023, respectively in interest expense, related party.

 12. INCOME TAXES

 The following is a geographical breakdown of loss
before the provision for income tax, for the years ended December 31, 2024, and 2023.

 Schedule of loss before provision for income tax

 2024

 2023

 Pre-tax loss

 U.S. Federal

 $
 ( 3,968,000
)

 $
)

 Foreign

 -

 -

 Total

 $
 ( 3,968,000
)

 $
)

 The federal and state
income tax (provision) benefit is summarized as:

 Schedule of federal and state income tax (provision) benefit

 2024

 2023

 Current

 U.S. Federal

 $
 -

 $
 -

 U.S. State

 5,000

 -

 Foreign

 -

 -

 Total current provision

 5,000

 -

 Deferred

 U.S. Federal

 -

 -

 U.S. State

 -

 Foreign

 -

 -

 Total deferred provision (benefit)

 -

 -

 Total provision (benefit) for income taxes

 $
 5,000

 $
 -

 F- 16

 Deferred income taxes reflect the net tax effects
of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes
and (b) operating losses and tax credit carryforwards. Significant components of the Company's deferred taxes as of December 31
were as follows:

 Schedule of deferred tax assets and liabilities

 2024

 2023

 Deferred tax asset:

 Net operating loss

 $
 7,396,000

 $
 6,558,000

 Intangible asset basis

 113,000

 118,000

 Deferred rent liability

 177,000

 349,000

 Inventory adjustments

 375,000

 352,000

 R&D capitalization

 102,000

 201,000

 Asset retirement obligation

 7,000

 4,000

 Settlement liability

 298,000

 267,000

 Accrued warranty

 13,000

 14,000

 Accrued salaries

 69,000

 65,000

 Deferred revenue

 35,000

 12,000

 Accrued interest

 122,000

 -

 Total deferred tax asset

 8,707,000

 7,940,000

 Deferred tax liability:

 ROU assets

 ( 159,000
)

 ( 316,000
)

 Fixed asset basis

 ( 90,000
)

 ( 97,000
)

 Total deferred income tax liabilities

 ( 249,000
)

 ( 413,000
)

 Net deferred income tax assets

 8,458,000

 7,527,000

 Valuation allowance

 ( 8,458,000
)

 ( 7,527,000
)

 Deferred tax asset (liability), net

 $
 -

 $
 -

 Events which may restrict
utilization of a company's net operating loss and credit carryforwards include, but are not limited to, certain ownership
change limitations as defined in Internal Revenue Code Section 382 and similar state provisions. In the event the Company
has had a change of ownership, utilization of carryforwards could be restricted to an annual limitation. The annual limitation may result
in the expiration of net operating loss carryforwards before utilization. The Company has not undertaken a study to determine
if its net operating losses are limited. In the event the Company previously experienced an ownership change, or should experience an
ownership change in the future, the amount of net operating loss carryovers available in any taxable year could be limited and may expire
unutilized. The impact of any such limitations or expirations would not have a material impact on the financials since all the deferred
tax assets for the Company's attributes are fully offset by a valuation allowance.

 ASC 740 requires that the tax benefit of net operating
losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization
is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate
sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management
believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be
realized and, accordingly, has provided a valuation allowance.

 The valuation allowance increased by $ 803,000,
and $ 915,000 during the years ended December 31, 2024, and 2023, respectively. Net operating losses and tax credit carryforwards as of
December 31, 2024, and 2023 were as follows:

 Schedule of net operating losses and tax credit carryforwards

 2024 Amount

 Expiration Years

 Net operating losses, federal (Post December 31, 2017)

 $
 16,359,000

 Do Not Expire

 Net operating losses, federal (Pre-January 1, 2018)

 9,263,000

 2024 to 2037

 Net operating losses, state

 28,641,000

 2029 to 2041

 2023 Amount

 Expiration Years

 Net operating losses, federal (Post December 31, 2017)

 $
 12,724,000

 Do Not Expire

 Net operating losses, federal (Pre-January 1, 2018)

 10,169,000

 2023 to 2037

 Net operating losses, state

 25,095,000

 2029 to 2041

 F- 17

 The effective tax rate of the Company's
provision (benefit) for income taxes as of December 31, 2024, and 2023 differed from the federal statutory rate as follows:

 Schedule of effective income tax rate reconciliation

 2024

 2023

 Statutory Rate

 21.00
 %

 21.00
 %

 State Tax

 7.67
 %

 6.98
 %

 Permanent Differences

 ( 2.19
)%

 ( 0.57
)%

 Changes in VA

 ( 22.18
)%

 ( 28.06
)%

 NOL Expiration

 ( 5.25
)%

 0.00
 %

 Prior Year True-ups

 0.28
)%

 0.65
 %

 Total

 ( 0.13
 %

 0.00
 %

 The Company's statute of limitations remains
open for various taxable years in various U.S. federal and California jurisdictions.

 13. LOSS PER SHARE

 In accordance with ASC 260, Earnings Per Share,
the basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of
common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator
is increased to include the number of additional shares of common stock that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive.

 The Company excluded the potential common stock
equivalents outstanding from the calculation of diluted weighted average net loss per share for each of the years ended December 31, 2024,
and 2023, which would be anti-dilutive due to the net loss from continuing operations in those periods.

 Anti-dilutive securities, which are convertible
into or exercisable for the Company's common stock, consisted of the following as of December 31, 2024, and 2023:

 Schedule of anti dilutive securities excluded from computation of earnings per share

 2024

 2023

 Warrants

 140,955,729

 116,010.720

 Convertible notes

 -

 -

 Convertible preferred stock

 1,250,000,000

 1,250,000,000

 Total

 1,390,955,729

 1,366,010,720

 14. COMMITMENTS AND CONTINGENCIES

 Litigation Matters

 The Company is involved in litigation arising
from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations,
and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government
investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

 Certain of these outstanding matters include speculative,
substantial or indeterminate monetary amounts. The Company records an undiscounted liability for contingent losses, including future legal
costs, settlements and judgments, when we consider it is probable that a liability has been incurred, and the amount of the loss can be
reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the
Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of
liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as
additional information becomes available. Significant judgment is required to determine both the likelihood of there being a loss, and
the estimated amount of a loss related to such matters.

 With respect to the Company's outstanding
litigation matters, based on the Company's current knowledge, the Company believes that the amount or range of reasonably possible
loss will not, either individually or in aggregate, have a material adverse effect on the Company's business, consolidated financial
position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant
uncertainties.

 F- 18

 Non-cancelable Obligations

 In the normal course of business, the Company
enters non-cancelable obligations with certain parties to purchase services, such as technology equipment and subscription-based cloud
service arrangements. As of December 31, 2024, and 2023, the Company had outstanding non-cancelable purchase obligations with terms of
one year or longer aggregating $ 18,000 and $ 36,000, respectively.

 15. SHAREHOLDERS' DEFICIT

 Authorized Capital

 The Company is authorized to issue 2 billion (2,000,000,000)
shares of common stock, par value $0.001 per share and fifty million (50,000,000) shares of preferred stock, par value $0.001 per share,
of which twenty-five thousand shares (25,000) have been designated as Series A Convertible Redeemable Preferred Stock, par value $0.001
per share and the remaining authorized shares of preferred stock are "blank check" shares, which can be issued with various
rights as determined by the Board. The number of authorized shares of any class or classes of stock may be increased or decreased (but
not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power
of the issued and outstanding shares of common stock of the Corporation, voting together as a single class.

 Common Stock

 The holders of the Company's
Common Stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Company's
board of directors (the "Board"). Holders of Common Stock are also entitled to share ratably in all of the Company's
assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the Company's affairs.

 Except as otherwise required by law
or as may be provided by the resolutions of the Board authorizing the issuance of Common Stock, all rights to vote and all voting power
shall be vested in the holders of Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote.

 Upon any liquidation, dissolution or
winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata
to the holders of the Common Stock.

 16. REDEEMABLE SERIES A PREFERRED STOCK – RELATED PARTY

 Series A Preferred Stock

 There are 25,000 shares
of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock has a stated value of $ 1,000, for an aggregate
value of $ 25 million.

 On August 9, 2024, the Company amended and restated
its certificate of designations of rights and preferences of the Series A Convertible Redeemable Preferred Stock ("Preferred Stock").
Pursuant to the Series A Amendment, the holder of the preferred stock, which is a related party, waived all accrued and future dividends
in exchange for an increase in the liquidation preference to 125%. This modification of the Preferred Stock resulted in a non-cash decrease
in accrued dividends and a corresponding increase in additional paid in capital of $ 2,667,000.

 On April 22, 2024, the Company amended its articles
of incorporation. Pursuant to the Series A Amendment, the conversion price, for purposes of determining the number of votes the holder
of Series A Preferred Stock is entitled to cast, shall not be lower than $0.072. Further, the price at which the Series A Preferred Stock
shall become convertible into shares of common stock of the Company shall be equal to the greater of (i) $0.02 per share or (ii) eighty
(80%) percent of the Market Price as at the Conversion Date.

 Each holder shall be
entitled to vote on an "as converted" basis with holders of outstanding shares of our common stock, voting together as a single
class, with respect to any and all matters presented to the shareholders for their action or consideration. For so long as the holder
shall continue to hold any shares of Series A Preferred Stock issued to it on the date of the Acquisition, the holder shall be entitled
to elect a number of directors to the Board equal to a percentage determined by the number of Series A Preferred Stock beneficially owned
by the holders, determined on an "as converted" basis, divided by the sum of the number of shares of Common Stock outstanding
plus the number of Series A Preferred Stock outstanding on an "as converted" basis, provided, that the number of directors
that the holders are entitled to elect shall never be less than a majority of our Board.

 Beginning January 1,
2026, the shares of Series A Preferred Stock shall be subject to redemption in cash at the option of the holder in an amount per share
equal to the stated value plus all accrued and unpaid dividends thereon. In accordance with FASB ASC Topic 480, "Distinguishing
Liabilities from Equity", paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary
shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the shares of Series A Preferred Stock
are presented as temporary equity, outside of the shareholders' deficit section of the Company's balance sheets.

 F- 19

 17. WARRANTS

 A summary of warrant activity for the
years ended December 31, 2024, and 2023 is presented below:

 Schedule of warrant activity

 Warrants

 Weighted-
 Average
 Exercise
 Price

 Weighted-
 Average
 Remaining
 Contractual
 Life (Years)

 Outstanding on January 1, 2023

 -

 $
 -

 -

 Granted

 116,015,935

 0.1

 Forfeited

 -

 -

 Exercised

 ( 5,215
)

 0.1

 Outstanding on December 31, 2023

 116,010,720

 0.1

 4.6

 Granted

 24,954,170

 0.1

 Forfeited

 Exercised

 ( 9,161
)

 0.1

 Outstanding on December 31, 2024

 140,955,729

 $
 0.1

 3.7

 The following summarizes information
about common stock warrants outstanding on December 31, 2024:

 Warrants
received by related parties consisted of 13,235,252, and 13,228,170 as of December 31, 2024, and 2023, respectively.

 Commitment Fee; Warrant

 On July 25, 2024, the Company entered into a purchase
agreement (the "ELOC Purchase Agreement") with GCEF Opportunity Fund, LLC ("GCEF"), which provides that, upon
the terms and subject to the conditions and limitations set forth therein, the Company has the right to direct GCEF to purchase up to
an aggregate of $25.0 million of shares of the Company's common stock, par value $0.001 per share (the "Common Stock")
over the 36-month term of the ELOC Purchase Agreement and the Company will execute a warrant to purchase shares of Common Stock ("ELOC
Warrant"), granting the GCEF the right to purchase Common Stock issuable upon the exercise of the ELOC Warrants, with an expiration
date that is the third anniversary of the First Trading Day (as defined ELOC Purchase Agreement). Under the ELOC Warrant, GCEF has the
right to buy up to 2% of our outstanding Common Stock within three business days after our Common Stock is publicly listed for trading
on a U.S. national securities exchange or other trading platform.

 In consideration for GCEF's execution of
the ELOC Purchase Agreement, the Company is required to issue to GCEF, as a commitment fee, a number of Common Stock equivalent to 2.0%
of the Aggregate Limit or $0.5 million ("Commitment Fee Shares"), payable either in cash or freely tradeable Common Stock
on the first trading day after 30 consecutive trading days commencing with the first trading day designated in each draw down notice.
The draw down notice shall specify the draw down amount requested, set the threshold price for such draw down and designate the first
trading day of the draw down pricing period that the Company wishes to grant to the purchaser during the draw down pricing period.

 18.
 SEGMENT INFORMATION

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which
it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by
the Company's chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

 The Company's CODM has been identified as
the Chief Executive and Financial Officer, who reviews the assets, operating results, and financial metrics for the Company to make decisions
about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable
segment.

 F- 20

 The CODM assesses performance for the single segment
and decides how to allocate resources based on gross profit and net loss that are also reported on the statement of operations as net
income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company's performance
and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss, which include the following:

 Schedule of segment reporting

 Years ended December 31,

 2024

 2023

 $

 $

 Cost of revenue

 Manufacturing costs

 1,524,000

 1,434,000

 Distribution costs

 481,000

 410,000

 Inventory adjustment

 270,000

 853,000

 EV chargers

 206,000

 248,000

 Other

 309,000

 361,000

 Cost of revenue

 2,790,000

 3,306,000

 Gross profit

 2,122,000

 895,000

 Operating expenses:

 Research and development:

 Payroll and benefits

 238,000

 229,000

 Occupancy costs

 93,000

 98,000

 Other research and development

 76,000

 91,000

 Total research and development

 407,000

 418,000

 Selling and marketing:

 Payroll and benefits

 972,000

 798,000

 Occupancy costs

 164,000

 168,000

 Other selling and marketing

 157,000

 481,000

 Total selling and marketing

 1,293,000

 1,447,000

 General and administrative

 Payroll and benefits

 1,209,000

 927,000

 Professional fees and outside services

 472,000

 422,000

 Write off EV related assets

 763,000

 -

 Occupancy costs

 660,000

 707,000

 Other general and administrative

 862,000

 1,648,000

 Total general and administrative

 3,966,000

 3,704,000

 Total operating expenses

 5,666,000

 5,569,000

 Operating loss

 $
 ( 3,544,000
)

 $
 ( 4,674,000
)

 F- 21

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

 Not applicable.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 As of December 31, 2024, our management, with
the participation and supervision of our principal executive officer and our principal financial officer, evaluated our disclosure controls
and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act). The term "disclosure controls and procedures,"
as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed
to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its
principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and
procedures. Based upon their evaluation, our principal executive officer and our principal financial officer concluded that, solely as
a result of the material weaknesses identified by management and described below, our disclosure controls and procedures were not effective
to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure
that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.

 Changes in Internal Control over Financial
Reporting

 Except for
the material weaknesses identified by management and described below, there were no changes in our internal control over financial reporting
during the quarter ended December 31, 2024, that have materially affected, or that are reasonably likely to materially affect, our internal
control over financial reporting.

 Management's Annual Report on Internal
Control Over Financial Reporting

 Effective internal control over financial reporting
is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent
fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business
and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect
our financial condition, results of operations and access to capital. We have carried out an evaluation under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of
the design and operation of our disclosure controls and procedures as of the end of the most recent period covered by this report. Based
on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures
were not effective at the reasonable assurance level due to the material weaknesses described below.

 Material Weakness

 A material weakness is a deficiency, or a combination
of deficiencies, within the meaning of Public Company Accounting Oversight Board ("PCAOB") Audit Standard No. 5, in internal
control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial
statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have
caused management to conclude that as of December 31, 2024, our internal control over financial reporting ("ICFR") was not
effective at the reasonable assurance level:

 We do not have sufficient resources in our accounting function, which restricts our ability to gather,
analyze and properly review information related to financial reporting, including fair value estimates, in a timely manner. Due to our
size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the
extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate
individuals. The company's primary user access controls to ensure appropriate authorization and segregation of duties that would
adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed
and/or implemented effectively;

 The insufficient resources in our accounting function also resulted in a deficiency over design and implementation
of effective revenue recognition policies, procedures and controls with respect to the identification, timing and treatment of various
new contracts with customers;

 Management also concluded that there was a deficiency in internal controls over financial reporting relating
to the accounting treatment for complex financial instruments which resulted in the failure to properly account for such instruments,
specifically with respect to the classification and proper accounting treatment of preferred shares; and

 Lastly, we did not design and maintain effective controls associated with related party transactions and
disclosures. The controls in place were not designed at a sufficient level of precision or rigor to effectively prepare and review the
financial records in such manner as to identify and properly disclose the nature and financial data of all our related party relationships.

 Management evaluated the impact of our failure
to have segregation of duties and proper reviews, inadequacy in design of revenue recognition policies and procedures, failure to properly
account for and provide adequate disclosures of complex financial instruments, fair value estimate procedures and reviews, and deficiency
in identification and a disclosure of related party transactions and concluded that the multiple control deficiencies that resulted represented
material weaknesses.

 While management evaluates the effectiveness of
our internal controls on a regular basis, these controls may not always be effective. There are inherent limitations on the effectiveness
of internal controls, including collusion, management override, and failure in human judgment. In addition, control procedures are designed
to reduce rather than eliminate business risks. In the event our Chief Executive Officer or Chief Financial Officer, our certifying officers
under the Sarbanes-Oxley Act of 2002 (the "SOX"), or our independent registered public accounting firm determines our internal
controls over financial reporting are not effective as defined under Section 404 of SOX, we may be unable to produce reliable financial
reports or prevent fraud, which could materially harm our business. In addition, we may be subject to sanctions or investigation by government
authorities or self-regulatory organizations, such as the SEC or the Financial Industry Regulatory Authority ("FINRA"). Any
such actions could affect investor perceptions of our company and result in an adverse reaction in the financial markets due to a loss
of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit
our access to capital.

 We have begun to implement the actions noted below
(including appropriate staffing to execute such actions) in the following areas to strengthen our internal control over financial reporting
in an effort to remediate the material weaknesses.

 Remediation

 Inventory. We have enhanced the design
of existing controls and implemented new controls over the accounting, processing and recording of inventory. Specifically, we have strengthened
the design of the management review control over inventory-in-transit. We have implemented processes to ensure timely identification and
evaluation of inventory cut-off, and we are requiring additional accountability from counterparties on the accuracy of incoming and outgoing
shipment documentation. We have deployed information system enhancements and have made better use of current system capabilities in order
to improve the accuracy of inventory cut-off, reporting and reconciliation. In addition, we have been creating an assembly bill of materials
("BOM") in our business software to facilitate efficient and accurate manufacturing and provide proper recording of raw materials
inventory. The BOM structure ultimately minimizes inventory inaccuracies and production delays, and we have been increasing cycle counting
of inventory used in production to improve accuracy. Lastly, we have recently hired a material specialist whose responsibility is to maintain
inventory records.

 Revenue Recognition. We intend on
enhancing the design of existing controls and implementing new controls over the review of the application and recording of revenue for
customer contracts under the guidance outlined in ASC 606. We also intend on implementing more thorough reviews of contracts by evaluating
contractual terms and determining whether certain contracts should be consolidated, involve related parties and the proper timing of revenue
recognition. These reviews will include more comprehensive contractual analysis from our legal team while ensuring qualified resources
are involved and adequate oversight is performed during the internal technical accounting review process.

 Accounts Receivable. We intend on enhancing
the design of existing controls and implementing new controls over the processing and review of accounts receivable billings. We plan
to supplement our accounting staff with more experienced personnel. We will also evaluate information system capabilities in order to
reduce the manual calculations within this business process.

 Complex Financial Instruments. We will
design and implement controls to properly identify and implement the proper accounting treatment and classifications of our complex financial
instruments to ensure our equity accounting and treatment is in accordance with U.S. generally accepted accounting principles. We intend
to accomplish this by implementing more thorough reviews of certain details regarding all rights, penalties, record holders and negative
covenants of the financial instruments in order to apply the correct accounting guidance (liabilities vs. equity vs. temporary equity).

 Fair value estimates. We will design and
implement additional control activities to ensure controls related to fair value estimates (including controls that validate the reasonableness,
completeness and accuracy of information, data and assumptions), are properly designed, implemented and documented.

 While these actions and planned actions are subject
to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls
over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial
reporting. We will continue to diligently review our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C.
 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 The following table sets forth the names and positions
of our executive officers and directors. Directors will be elected at our annual meeting of shareholders and serve for one year or until
their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed
by employment contract, at the discretion of the Board.

 Name

 Age

 Positions

 Amos Kohn

 Founder, Chief Executive Officer, Chief Financial Officer and Director

 Marcus Charuvastra

 President and Director

 Douglas Gintz

 Chief Technology Officer and Director

 Amos Kohn has been our Chief Executive
Officer and the Chairman of our board of directors since the date of the Acquisition. Prior thereto, he was the Founder and Chief Executive
Officer and a member of the board of directors of the Former TOGI, including when its name was Coolisys Technologies, Inc., since its
formation in January of 2020. He has led Digital Power for more than 15 years. He served as a director of Hyperscale from 2003 to 2020,
its President and Chief Executive Officer from 2008 to 2017 and President from 2017 to 2020. Prior to his appointment as President and
Chief Executive Officer of Digital Power Corporation, Mr. Kohn held executive roles with several US and international companies. For more
than 30 years, Mr. Kohn has provided leadership, oversight and strategic direction for worldwide privately held and publicly traded companies
in the high-technology sector. He holds a Bachelor of Science degree in electrical and electronics engineering and a Certificate of Business
Administration from the University of California, Berkeley, and a Major (Ret) at IDF. He is named as an inventor on several United States
and international patents. We believe that Mr. Kohn's extensive executive-level management experience in diversified industries
expanding companies into new markets including power electronics, eMobility, telecommunications and defense give him the qualifications
and skills necessary to serve as one of our directors.

 Marcus Charuvastra has served as our President since March 2022. Mr. Charuvastra served
as the President of TOGI between January 2022 and September 2022 and served as its Chief Revenue Officer between June 2021 and September
2022. Mr. Charuvastra is an accomplished leader with 20 years of experience in strategic planning, sales, services, marketing and business
and organizational development. Mr. Charuvastra spent nine years at Targeted Medical Pharma, Inc. serving as Vice President of Operations
and as the Managing Director of this microcap biotech start-up, from 2012 to May 2021. During his tenure, he was instrumental in guiding
Targeted Medical Pharma's initial public offering. Mr. Charuvastra was previously Director of Sales and Marketing at Physician Therapeutics
from 2009 to 2012 and was responsible for building the sales and distribution network in the United States and abroad. He is a graduate
of UCLA. We believe that Mr. Charuvastra's extensive experience in strategic planning and sales and marketing give him the qualifications
and skills to serve as one of our directors.

 Douglas Gintz has been our Chief Technology Officer since the date of the Distribution
and served as the Chief Technology Officer of TOGI between February 2021 and September 2022. He was named a Director September 6, 2022.
Mr. Gintz is responsible for driving strategic software initiatives and delivering key technologies essential to the market penetration
of our EV charging solutions business. Mr. Gintz has served as the Chief Executive Officer of Companywide AI, LLC (formerly Pacific Coders,
LLC) since January 23, 2025. Mr. Gintz also served as the Chief Technology Officer and Director of Global Technology Implementation at
Hyperscale Data, Inc. from February 2021 to January 1, 2025. Mr. Gintz's previous leadership roles include Chief Executive Officer of
Pacific Coders, LLC. from August 2002 to January 2022; Chief Technology Officer of Endocanna Health, Inc. from January 2019 to January
2021; Mr. Gintz served at Targeted Medical Pharma, Inc., a publicly traded microcap, as Chief Marketing Officer and Technology Officer
from January 2018 to December 2019, and Chief Technology Officer and Chief Information Officer from January 2012 to May 2016. Mr.
Gintz has over 30 years of hands-on experience bringing products to market. Specializing in emerging technologies, Mr. Gintz has developed
manufacturing compliance systems, DNA reporting engines, medical billing software, e-commerce applications, and retail software for companies
ranging from startups to multinational corporations. We believe that Mr. Gintz's extensive experience in emerging technologies give
him the qualifications and skills needed to serve as one of our directors.

 Family Relationships

 No family relationship exists among any of our
directors or executive officers. No arrangement or understanding exists between any director or executive officer and any other person
pursuant to which any director or executive officer was selected as a director or executive officer of our company. All executive officers
are appointed annually by the board of directors. Directors serve until the next annual meeting of our shareholders and until their successors
are elected and qualified.

 Code of Business Conduct and Code of Ethics

 Our board of directors has adopted a code of business
conduct, which applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer
and other executive and senior financial officers. Our board of directors has also adopted a code of ethics that applies to all our employees,
officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
The full text of our code of business conduct and code of ethics will be posted on the investor relations page on our website. We intend
to disclose any amendments to our code of ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.

 Board of Directors

 Our business and affairs are managed under the
direction of our board of directors. Our board of directors is currently composed of three members, none of whom qualifies as "independent"
under the listing standards of Nasdaq Marketplace Rules. Prior to the Acquisition, we had only two directors, neither of whom was independent.

 ITEM 11. EXECUTIVE COMPENSATION

 Summary Compensation Table

 The following table sets forth summary compensation
information for the following persons: (i) all persons serving as our principal executive officer during the years ended December
31, 2024, and 2023, and (ii) our two other most highly compensated executive officers who received compensation during the years
ended December 31, 2024, and 20232 of at least $100,000 and who were executive officers on December 31, 2023. We refer to these persons
as our "Named Executive Officers". The following table includes all compensation earned by the Named Executive Officers for
the respective period, regardless of whether such amounts were actually paid during the period:

 Name and principal position

 Year

 Salary ($)

 Bonus ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 All Other
 Compensation ($)

 Total ($)

 Amos Kohn

 2024

 350,000

 10,000

 -

 -

 33,120

 393,120

 Chief Executive Officer

 2023

 350,000

 -

 -

 -

 29,540

 379,540

 Marcus Charuvastra

 2024

 140,000

 -

 -

 140,000

 President and Chief Revenue Officer

 2023

 128,125

 5,834

 1,160

 135,119

 Termination Provisions

 As of the date of this Form 10-K, we have no contract,
agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officer at, following,
or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of
a Named Executive Officer, or a change in control of the company or a change in the Named Executive Officer's responsibilities,
with respect to each Named Executive Officer, other than with respect to Mr. Kohn.

 Outstanding Equity Awards at Fiscal Year
End

 As of December 31, 2024, none of our Named Executive
Officers held any unexercised options, stock that have not vested, or other equity incentive plan awards.

 Director Compensation

 To date, we have not paid any of our directors
any compensation for serving on our Board.

 Equity Compensation Plan Information

 On June 27, 2023, the Company held a special meeting
of shareholders, and the shareholders voted and approved three proposals presented for a vote, including approving the TurnOnGreen, Inc.
2023 Stock Incentive Plan which reserved 100,000,000 shares for issuance. As of December 31, 2024, no shares had been issued under the
plan.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 The following table sets forth certain information regarding
beneficial ownership of our common stock based on 183,983,122 shares issued and outstanding as of the close of business on April 22, 2025
 by (i) each person who is known by the company to own beneficially more than 5% of any classes of outstanding common stock, (ii)
each director of the company, (iii) each of the Named Executive Officers and (iv) all directors and executive officers of the company
as a group.

 Name and Address of Beneficial Owners of Common Stock (1)

 Number of

 shares

 beneficially

 owned

 % of

Common

Stock

 Amos Kohn (3)

 24,800

 *

 Marcus Charuvastra

 -

 - - -

 Douglas Gintz (4)

 18,080

 *

 All Directors and Officers as a group (Two persons)

 42,880

 *

 Hyperscale Data, Inc. (2)

 59,461,470

 16.6

 %

 * Less than 1%.

 (1) Unless otherwise indicated, the business address
of each of the individuals is c/o TurnOnGreen, Inc., 1421 McCarthy Blvd., Milpitas, California 95035.

 (2) Consisting of (i) 30,555 shares held by Sentinum,
Inc., (ii) 12,806,817 shares held by Ault Lending, (iii) 12,452,919 shares underlying warrants held by Ault Lending, (iv) 33,539,181 shares
underlying the Series A Preferred Stock, (iv) 315,999 shares and 315,999 underlying warrants are held by Ault and Company, Inc. Hyperscale
may be deemed to beneficially own the shares beneficially owned by Sentinum, Inc. and Ault Lending as Sentinum, Inc. and Ault Lending
are wholly owned subsidiary of Hyperscale. Milton C. Ault, III, the Executive Chairman of Hyperscale, exercises voting and dispositive
power over the shares owned by Hyperscale and subsidiaries. The business address of each of these entities and individuals is 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, Nevada 89141.

 (3) Represents 12,400 shares and an equal number
of warrants.

 (4) Represents 9,040 shares and an equal number
of warrants.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Director Independence

 We use the definition of "independence"
of the Nasdaq Marketplace Rules to make this determination. Rule 5605(a)(2) of the Nasdaq Marketplace Rules provides that an "independent
director" is a person other than an officer or employee of the company or any other individual having a relationship which, in the
opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Rule
5605(a)(2) generally provides that a director cannot be considered independent if:

 the director is, or at any time during the past three years was, an employee of the company or its parent;

 the director or a family member of the director accepted any compensation from the company in excess of
$120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain
exemptions, including, among other things, compensation for board or board committee service);

 the director is an immediate family member of an individual who is, or at any time during the past three
years was, employed by the company as an executive officer;

 the director or a family member of the director is a partner in, controlling shareholder of, or an executive
officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal
years that exceed 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain
exemptions);

 the director or a family member of the director is employed as an executive officer of an entity where,
at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other
entity; or

 the director or a family member of the director is a current partner of the Company's outside auditor,
or at any time during the past three years was a partner or employee of the Company's outside auditor, and who worked on the company's
audit.

 Policies and Procedures for Related Party
Transactions

 The TurnOnGreen audit committee, when established,
will have the primary responsibility for reviewing and approving or disapproving "related party transactions," which are transactions
between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related
person has or will have a direct or indirect material interest. The policy regarding transactions between us and related persons will
provide that a related person is defined as a director, executive officer or greater than 5% beneficial owner of common stock, in each
case since the beginning of the most recently completed year, and any of their immediate family members. An investor may obtain a written
copy of this policy, once adopted, by sending a written request to TurnOnGreen, Inc., 1421 McCarthy Blvd., Milpitas, California 95035,
Attention: Legal Department. Our audit committee charter that will be in effect, once adopted, will provide that the audit committee shall
review and approve or disapprove certain related party transactions, including material transactions with Hyperscale Data, Inc. ("Hyperscale").

 Allocation of General Corporate Expenses

 Hyperscale provides human resources, accounting
and other services to the Company, which are included as allocations of these expenses. The allocation method calculates an appropriate
share of overhead costs by using Company revenue as a percentage of total revenue. This method is reasonable and consistently applied.
Costs incurred in connection with the allocation of these costs are reflected in selling, general and administrative of $401,000 and $642,000
for the fiscal year end December 31, 2024, and 2023, respectively. As of December 31, 2024, and 2023, $401,000 and $488,000, respectively
were recorded in Hyperscale advance payable. As of December 31, 2023, $153,000 was recorded as Contribution from Parent in the statement
of changes in shareholders' deficit.

 Total Contributions from Parent are $0 and $730,000
for the period ended December 31, 2024, and 2023, respectively.

 Related Party Sales and Receivables

 The Company recognized $28,000 and $14,000 in
revenue in the years ended December 31, 2024, and 2023, respectively, from sales to another subsidiary of Hyperscale. As of December 31,
2024, and 2023, the Company had related party receivables of $17,000 and $0, respectively.

 Related Party Notes and Advances Payable

 Related party notes and advances payable were
used for working capital purposes and on December 31, 2024, and 2023, were comprised of the following:

 Interest
 rate

 Due date

 2024

 2023

 Hyperscale advance payable

 10%

 -

 $
 5,118,000

 $
 2,407,000

 Chief Executive Officer

 14%

 Default

 46,000

 51,000

 Non-officer advance payable

 -

 -

 14,000

 Total related party notes and advances payable

 $
 5,185,000

 $
 2,472,000

 On September 26, 2024, The Company entered into
an Amendment to the Loan and Security Agreement (the "Amendment") with Hyperscale dated August 15, 2023 (the "Credit
Agreement"). The Credit Agreement provided for a secured, non-revolving credit facility with an aggregate principal amount of up
to $2,000,000 (the "Credit Limit") through December 31, 2023 (the "Credit Termination Date"). All loans under
the Credit Agreement (collectively, the "Advances") were payable within five business days of a request by Hyperscale, and
Hyperscale was not obligated to provide any further Advances after the Credit Termination Date.

 Pursuant to the Amendment, the Company and Hyperscale
have agreed to, among other things, amend the Credit Agreement to increase the Credit Limit to $8,000,000, extend the Credit Termination
Date to December 31, 2026, and provide for additional loans made in excess of the initial Credit Limit to become Advances.

 During June 2023, Hyperscale and the Company's
management determined that all allocations and capital funding provided to us by Hyperscale beginning April 1, 2023, would be repaid,
and treated as a related party note payable. On August 15, 2023, the Company entered into a loan and security agreement (the "security
agreement") with Hyperscale in relation to the June 30, 2023, outstanding Hyperscale advance payable of $701,000. The related party
note payable accrues interest of 10%, has no fixed terms of repayment and is recorded as related party notes and advances payable.

 The Company recorded related party interest expense
of $368,000 and $160,000 for the years ended December 31, 2024, and 2023, respectively in interest expense, related party.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following table sets
forth the aggregate fees for professional audit services rendered by Marcum LLP for the fiscal years ended December 31, 2024, and 2023.

 2024

 2023

 Audit fees

 $
 196,000

 $
 340,000

 _________

 Audit Fees consist of the aggregate fees billed
for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included
in our Forms 10-Q and registration statement and for any other services that were normally provided in connection with our statutory and
regulatory filings or engagements.

 ITEM 15. EXHIBITS

 2.1

 Securities Purchase Agreement dated March 20, 2022 by and among Imperalis Holding Corp., BitNile Holdings, Inc and TurnOnGreen, Inc. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed March 21, 2022.

 2.2

 Form of Amendment to Securities Purchase Agreement, dated September 5, 2022. Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed September 6, 2022.

 3.1

 Articles of Incorporation, dated April 5, 2005. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed April 13, 2021.

 3.2

 Certificate of Amendment to the Articles of Incorporation, dated March 11, 2011. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed April 13, 2021.

 3.3

 By-Laws of TurnOnGreen, Inc. Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed April 13, 2021.

 3.4

 Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 6, 2022.

 3.5

 Amended and Restated Articles of Incorporation, dated August 29, 2023. Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed August 31, 2023.

 3.6

 Certificate of Amendment to the Articles of Incorporation, dated January 11, 2024. Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed January 18, 2024.

 3.7

 Amended and Restated Bylaws of the Company as of January 11, 2024. Incorporated by reference to Exhibit 3.2 to the Current report on Form 8-K filed January 18, 2024.

 3.8

 Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed March 26, 2024.

 3.9

 Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed August 15, 2024.

 4.1

 Convertible Promissory Note, dated December 15, 2021, made by Imperalis Holding Corp. in favor of Digital Power Lending, LLC. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 21, 2021.

 4.2

 Description of Capital Stock

 4.3

 Form of Warrant. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 12, 2023.

 10.1

 Convertible Promissory Note issued January 14, 2021. Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form 10 filed April 13, 2021.

 10.2

 Exchange Agreement between Imperalis Holding Corp. and Digital Power Lending, LLC, dated as of December 15, 2021. Incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed December 21, 2021.

 10.3

 Share Exchange Agreement with CannaCure Sciences, Inc. Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form 10 filed April 13, 2021.

 10.4

 Form of Partnership Agreement, dated April 26, 2021, between TurnOnGreen, Inc. (formerly Coolisys Technologies Corp.) and ChargeLab, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 6, 2022.

 10.5

 Form of Distribution and Resale Agreement with Tesco Solutions LLC an Indiana based construction firm. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 6, 2022.

 10.6

 Form of Purchase Agreement with Unique Electric Solutions, a New York based entity. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed September 6, 2022.

 10.7

 Form of Best Western International Marketing Agreement. Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed September 6, 2022.

 10.8

 Form of EV-olution Charging Systems Distribution Agreement. Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed September 6, 2022.

 10.9

 Form of CED National Accounts Distribution Agreement. Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed September 6, 2022.

 10.10

 Form of Electric Vehicle Charger Site License Agreement dated May 23, 2002 by and between TurnOnGreen and Sunrise Hills Commercial Association. Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed September 6, 2022.

 10.11

 Form of Purchase Agreement. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 12, 2023.

 10.12

 Form of Note. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 12, 2023.

 10.13

 Form of Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 2, 2024.

 10.14

 Form of Purchase Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 31, 2024.

 10.15

 Form of Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 21, 2023.

 21.1

 List of Subsidiaries. Incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1/A filed February 9, 2023.

 31.1*

 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

 31.2*

 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

 32.1**

 Certifications of Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 ______________________

 *
 Filed herewith.

 **
 Furnished herewith.

 ITEM 16.
 FORM 10–K SUMMARY

 None.

 SIGNATURES

 In accordance with the requirements of the Exchange
Act, the registrant caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated: April 23, 2025

 TURNONGREEN, INC.

 By:

 /s/ Amos Kohn

 Amos Kohn

 Chief Executive Officer

 (Principal Executive Officer) and

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

 April 23, 2025

 /s/ Amos Kohn

 Amos Kohn, Chief Executive Officer, Chief Financial Officer and Director

 April 23, 2025

 /s/ Marcus Charuvastra

 Marcus Charuvastra, Director

 April 23, 2025

 /s/ Douglas Gintz

 Douglas Gintz, Director