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 2024-04-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C., 20549

 FORM 10-K

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

 For the year ended June 30, 2024

 OR

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

 Commission File Number:
 001-41447

 NeoVolta, Inc.

 (Exact name of registrant as specified in its charter)

 Nevada

 82-5299263

 (State or other jurisdiction

 of incorporation)

 (I.R.S. Employer

 Identification No.)

 13651 Danielson Street, Suite A

 Poway, CA

 92064

 (Address of principal

 executive offices)

 (zip code)

 Registrant's telephone number, including
area code: (800) 364-5464

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol (s)

 Name of each exchange on which registered

 Common Stock, par value $0.001 per share

 NEOV

 The NASDAQ Stock Market LLC

 Warrants, each warrant exercisable for one share of common stock

 NEOVW

 The NASDAQ Stock Market LLC

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

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

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

(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
12 months (or for such shorter periods as the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes No

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

is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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. (check one)

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 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.

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.

 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.

 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).

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

 The aggregate market value of the registrant's
voting equity held by non-affiliates of the registrant, computed by reference to the price at which the common stock was last sold as
of the last business day of the registrant's most recently completed second fiscal quarter, was approximately $ 45.3 million. In
determining the market value of the voting equity held by non-affiliates, securities of the registrant beneficially owned by directors,
officers and 10% or greater shareholders of the registrant have been excluded. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.

 The number of shares of the registrant's
common stock outstanding as of September 27, 2024 was 33,245,867.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of this registrant's definitive
proxy statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after the end of the registrant's
fiscal year are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 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 STOCKHOLDER 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 RISKS

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 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 STOCKHOLDER MATTERS

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

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS

 ITEM 16. FORM 10-K SUMMARY

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

 This Annual Report on Form
10-K (this "Report") contains certain statements that constitute "forward-looking statements", including within
the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The words "believe," "may,"
"will," "potentially," "estimate," "continue," "anticipate," "intend,"
"could," "would," "project," "plan," "expect" and the negative and plural
forms of these words and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying
such statements. Those statements appear in this Report, particularly in the sections titled "Business," " Management's Discussion and Analysis of Financial Condition and Results of Operations " and " Risk Factors,"
and include statements regarding the intent, belief or current expectations of the Company and management that are subject to known and
unknown risks, uncertainties and assumptions.

 Forward-looking statements
include, but are not limited to, statements about:

 our ability to obtain additional funding to develop and market
our products;

 the need to obtain regulatory approval of our products in the
states in which we operate or expect to operate in the future;

 our ability to market our products;

 market acceptance of our products;

 competition from existing products or new products that may emerge;

 potential product liability claims;

 our dependency on third-party manufacturers to supply or manufacture
our products;

 our ability to establish or maintain collaborations, licensing
or other arrangements;

 our ability and third parties' abilities to protect intellectual
property rights;

 our ability to adequately support future growth; and

 our ability to attract and retain key personnel to manage our
business effectively.

 Because forward-looking statements
are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking
statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved
or occur and actual results could differ materially from those projected in the forward-looking statements. Forward-looking statements
speak only as of the date of this Report or the date of any document incorporated by reference in this Report, as applicable. Except as
required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan
to publicly update or revise any forward-looking statements contained herein after we distribute this Report, whether as a result of any
new information, future events or otherwise.

 You should not rely upon forward-looking
statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this
Report to conform our prior statements to actual results or revised expectations, and we do not intend to do so, except as otherwise provided
by law.

 You should read the matters
described in " Risk Factors " and the other cautionary statements made in this Report, as being
applicable to all related forward-looking statements wherever they appear in this Report.

 This information should be
read in conjunction with the audited financial statements and the notes thereto included in this Report.

 Our logo and some of our trademarks
and tradenames are used in this Report. This Report also includes trademarks, tradenames and service marks that are the property of others.
Solely for convenience, trademarks, tradenames and service marks referred to in this Report may appear without the, and
SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert
to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to
other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend
the use or display of other companies' trademarks and trade names to imply a relationship with, or endorsement or sponsorship of
us by, any other companies.

 Unless the context requires
otherwise, references to the "Company," "we," "us," "our," "NeoVolta", refer
specifically to NeoVolta, Inc.

 ITEM 1. BUSINESS

 Overview

 We are a designer, manufacturer,
and seller of high-end Energy Storage Systems (or ESS), primarily our NeoVolta NV14, NV 24 and, to a lesser extent, our NV14-K, which
can store and use energy via batteries and an inverter at residential or commercial sites. We were founded to identify new ways to leverage
emerging technologies with the dynamic changes that are taking place in the energy delivery space. We primarily market and sell our products
directly to our certified solar installers and solar equipment distributors. In the future, we intend to expand multiple opportunities
with residential developers, commercial developers, and other commercial opportunities. Because we are purely dedicated to energy solar
systems, virtually all of our current resources and efforts go into further developing our flagship NV14, NV14-K, and NV 24 products,
while focusing on specific industry needs for our next generation of products. We believe we are unique in the marketplace due to our
low cost, our innovative battery chemistry, our product versatility, and our commitment to installer service. Because of these factors,
we believe NeoVolta is uniquely equipped to establish ourselves as a major player in the energy storage market.

 Our NV14 ESS contains a 7,680
W hybrid 120V / 240V and 208V 3-phase inverter and a 14.4 kWh battery system power. The NV14 is energy efficient, has a variety of operating
options, and uses Lithium Iron Phosphate (LiFe (PO4)) batteries. The batteries we utilize are capable of 6,000 cycles at a Depth of Discharge
(DoD) of 90% and have a high thermal range (heat and cold tolerances). Our NV14 ESS integrates all components and is NEMA Type 3R rated
(indoor/outdoor). Our NV14-K variant is specifically designed for inclusion into EOS Linx Electric Vehicle charging and advertising products
named "Aurora Charge Station." Our NV24 provides additional energy storage capacity raising the NV14 from 14.4 KW to 24.0
KW. Our newest update of the NV14 ESS allows for commercial 208V 3-phase installations adding significantly to our potential customer
base.

 History

 We completed the initial design
work and completed testing and certification of our first offering, the NeoVolta NV14, in August 2018. In September 2018, we completed
our first production prototype. By March 2019, we completed all certifications and were granted approval by the California Energy Commission
(CEC) for off-grid and on-grid installation. Since our headquarters are located in San Diego County, a county with more than 160,000 solar
customers, we chose San Diego for our initial rollout. In May 2019, the NV14 was approved throughout San Diego County and City areas by
San Diego Gas & Electric (SDG&E) for connection to its grid system and customer installations began. In June 2019, we moved our
contracted manufacturing to a facility in Poway, California. In June 2019, we began marketing to San Diego based solar installers. In
early 2020, we expanded our certified installer network to the greater Los Angeles, San Francisco, and Sacramento areas. At present, we
have installs in the following 14 States and Territories: California, Nevada, Arizona, Utah, Colorado, Wyoming, Texas, Oklahoma, Missouri,
Tennessee, Alabama, Georgia, Florida, and Puerto Rico. In January 2021, we moved to a larger production facility in Poway, California
to facilitate growth.

 Our Products - NeoVolta NV14, NV14-K, and NV24

 The NV14 is a complete ESS
with 7,680-Watt 120V / 240V hybrid inverter (one of the largest in the industry) which is also capable of 208V 3-phase commercial power
with a 14.4 kWh lithium iron phosphate (LiFe (PO4)) battery system. The NV14-K is a variant of the NV14 built to EOS Linx specifications.
This is all incorporated in one National Electrical Manufacturer Association (NEMA) Type 3R rated indoor/outdoor cabinet system with all
United Laboratories (UL) compliant electrical certifications, and fire code requirements. The NV14 is capable of storing and using inverted
(AC) photovoltaic, non-inverted (DC) photovoltaic, or both AC and DC photovoltaic solar sources. It can also accept utility grid AC power
as a charging source for the integrated 14.4 kWh battery system. The NV14 system will charge the batteries with excess solar photovoltaic
(AC, DC or both AC and DC) power during daylight conditions - a unique functionality in the ESS industry. The inverter will invert DC
battery power into AC power during periods of darkness or higher use periods. Once discharged, the batteries will be idle until excess
solar photovoltaic is available and will subsequently begin to recharge. The NV14 is designed to primarily charge from solar but can be
programmed to charge from other sources of power (solar, wind turbine, generator, and grid). It can be easily programmed by our certified
installers to customer-specific use profiles, including for "rate arbitrage," (graph below) which allows charging from the
grid during the lowest rate periods if the utility company allows this activity. Once recharged, the batteries will discharge once solar
photovoltaic begins to wane or when the customer needs more power than available from solar photovoltaic. By doing this, customers will
be consuming their own solar photovoltaic production instead of sending excess photovoltaic power to the grid and then buying this power
back later in the evening from the utility at an often significantly higher retail rate, thereby potentially lowering their monthly electric
bill depending on their local utility's rate plan. Our NV14 is also capable of multi-tasking by recharging via solar photovoltaic
power while also supplying power.

 We believe our NV14 is unique
among its competitors in that the cabinet is rated for indoor/outdoor installation (NEMA Type 3R) allowing for more installation configurations
and the ability to fit more residential customer use cases. With measurements of 50.5" H x 38" W x 10" D it can be installed
either inside the garage or outside (preferable near existing utility connections) of the residence or facility.

 No solar system can provide
power to a home without a system capable of "Islanding," due to safety regulations put in place for utility workers during
outages. "Islanding" is when a PV generator or other electrical source continues to power a location or residence even though
electrical grid power is no longer present. According to Bloomenergy.com, power outages are on the rise in California. There were 25,281
blackout events in 2019, a 23% increase from 20,598 in 2018. The number of utility customers affected jumped to 28.4 million in 2019,
up 50% from 19 million in 2018. Since then, the number of major power outages in California reached a peak in 2020 before declining slightly
thereafter. Our NV14 is capable of "Islanding" when used with AC or DC photovoltaic (PV) systems. As islanding can be dangerous
to utility workers, who may not realize that a circuit is still powered, an ESS capable of "islanding" must be capable of
physically disconnecting from the grid power when it senses that grid supply is not present, has an over current, or an undercurrent condition.
The NV14 includes "islanding" relays that are approved to perform this function. Islanding also allows solar production to
function and power the residence or facility thereby decreasing the impact of a grid outage.

 Our NV14 currently includes
a commercially available encrypted WiFi logger and associated smart phone application that allows customers to visualize the state of
the system in 8-minute intervals (battery, home, grid, photovoltaic, and/or generator). Settings adjustments for how the system works
can be made remotely by the installer if/when utilities make changes to Time-of-Use billing rates/times. Our remote management system
is included with the product and allows NeoVolta 24/7 system health monitoring, malfunction diagnosis, and the ability to push firmware
and software updates. This allows NeoVolta, installers, and their customers, insight into system health 24/7. Remote monitoring and programming
is accomplished using AWS Key Management encryption and cloud storage ensuring customer privacy and security.

 Our NV24 has additional battery
capability that raises NV14 energy storage from 14.4 KW to 24.0 KW. As the NV24 has add-on battery capacity, additional inverters are
not required. This enables customers to achieve a 67% increase in storage for a fraction of the typical cost of adding more storage. Most
competitive systems require an additional inverter for any additional storage.

 New ESS fire code regulations
have been significant and are ongoing, especially in California. ESSs can no longer be installed inside the living areas of a home. ESSs
can be installed inside the garage but require smoke and heat detectors and may also require bollards or caging to protect the ESS from
being accidentally struck by a vehicle. This is a particularly detrimental code to ESS that cannot be installed outside. Both requirements
are directly related to fire risk from certain battery chemistries. Lithium Ion, a very popular chemistry in the ESS industry, has demonstrated
fire and thermal runaway characteristics in certain circumstances. Our batteries were UL 9540 certified at the cell and modular level
in July 2021 certifying that they will not catch on fire and exhibit no thermal runaway characteristics.

 We expect such changes in
regulatory code to be a routine requirement as ESS is a new field that warrants scrutiny and is a major focus of our management team.
We also see the complex regulatory environment as a significant barrier to new market entry.

 Market Characteristics

 Our market can be looked at
two ways: the solar installer market and the ESS market.

 Solar Installer Market.
The bulk of NeoVolta's present revenue and recurring customer base is residential and commercial solar system installers. As of
January 2024, IBIS World estimates that there are approximately 11,100 solar panel installation companies operating in the US. With a
secure supply chain backed by tax incentives, this number is expected to rise as both the commercial and residential markets continue
to grow. The impact of the Inflation Reduction Act (see, " Market Drivers – Regulation ") on just residential solar
panel installation is expected to grow at a compound annual growth rate of 14.4% from 2024 to 2030. Most solar installers in the US are
very small, independently owned operators and are generally not serviced by the larger companies. These underserved installers have been
NeoVolta's target market. Our average recurring installer customer purchases 1-2 systems a month. They generally sell their systems
and install and pay for them within the same month, and typically do not stock inventory, so we believe NeoVolta's "just in
time" product availability makes us an ideal fit. Once these customers become certified NeoVolta installers, they become recurring
customers. We built our company based on servicing small installers and will continue to do so by focusing on product availability, installer
service, and, most importantly, the characteristics of our product while we capture market share. As we gain market acceptance, we expect
larger installers to take notice. This is especially true when considering repeated product availability challenges within the industry.

 Installer storage installation
activity has grown over time, with approximately one-half of all active residential installers in recent years having completed at least
one solar + storage system, according to Berkeley Labs. The rate of attachment, or number of PV systems installed with storage, is growing
considerably. According to Wood Mackenzie, by 2025, nearly 29% of all behind-the-meter solar systems will be paired with storage, compared
to under 11% in 2021. Most of the growth will be powered by the smaller installers, as larger installers have already incorporated storage
into their standard new solar offerings. Although Tesla and LG Chem have dominated the market in the past few years, new market entries
continue to gain ground and new opportunities in the space continue to present themselves to those who can adapt to fill the need. Additionally,
our larger ESS competitors focus on energy storage as a component of their new solar installation, whereas NeoVolta focuses entirely on
ESSs, revealing what we believe to be a compelling market in existing solar system retrofits. According to a December 2023 report from
Berkeley Lab, there are over 3.4 million solar systems installed in the US with only a relatively small percentage of those having energy
storage installed. This marketplace scenario presents small installer customers almost 3 million households to revisit for a storage retrofit
especially when their 10-15 year old inverter experiences end of life.

 We believe that our 100% commitment
to ESS and our relatively small size allow us to navigate this nascent industry more nimbly, and we have been able to develop distinct
competitive advantages despite our relative resources.

 ESS Market. This is
a relatively new market as solar attached storage systems have only become viable in the last decade. It is a subset of what the Solar
Energy Industries Association (SEIA) refers to as the $17 billion U.S. residential solar PV market. According to Mordor Intelligence,
the global residential energy storage systems market is expected to register a compound annual growth rate (CAGR) of more than 19% during
the forecast period of 2021 - 2026, reaching a market value of more than $8.5 billion by 2026 from $2.2 billion in 2019. The growth of
the ESS market comes from a combination of retrofits to existing solar installations and more widespread adoption of storage as part of
new solar installations.

 According to Wood Mackenzie's
U.S. Energy Storage Monitor, released in December 2020, the residential storage segment posted its best quarter ever in the third quarter
of 2020, during the height of the coronavirus pandemic with 52 megawatts and 119 megawatt-hours of new storage installed. The U.S. market
is expected to reach 7.5 gigawatts in 2025, which amounts to sixfold growth from 2020.

 Market Drivers

 Regulatory. At the federal level, the most
significant recent regulatory development regarding ESS has been, by far, the passage of the Inflation Reduction Act ("IRA")
in August 2022. Due to its extensive investment-related incentives, the IRA is expected to have a wide-ranging impact
on both public and private investment in the clean energy space in the US, on a long-term basis. Additionally, there have been
a rapidly expanding number of mandates at the state and local level that have also been directed toward the solar industry in recent years.

 On the incentive side, the IRA has increased the
federal Investment Tax Credit, or ITC, from 26% to 30% for qualifying investments, including energy storage. For a typical ESS, the ITC
can reduce the cost of the system by $4,500 to $6,000. In certain instances, the incentives of the ITC can be potentially increased up
to as much as 60% of the qualifying project cost. Finally, the IRA also expands the federal Production Tax Credit, which was first enacted
in 2007, primarily for the benefit of the wind industry, to the solar power industry.

 On the mandate side, California became the first
state in the country to require builders to install solar and battery storage on new commercial buildings and high-rise multifamily buildings
in August of 2021. This state approved Energy Code also includes requirements for builders to design single-family homes so battery storage
can be easily added to the already existing solar system in the future as well as related incentives to eliminate natural gas from new
buildings. Many other states are also implementing various measures in order to encourage greater adoption of energy storage technologies.
For example, some utilities are now also offering incentives to home and business owners who install storage. To date, most of these
utility-specific storage incentives are in the Northeast. We anticipate more of these programs being put in place in the future.

 Of further note on the state regulatory level,
California implemented Net Energy Metering 3 (NEM3) for subsequent new solar installations on April 14, 2023. NEM3 reduces the amount
of NEM credit for each kilowatt (KW) of solar power sent to the utility from a rate of approximately $0.20 per KW to $0.09 per KW (each
Utility varies). NEM3 effectively increases the average solar Return of Investment (ROI) from 5-6 years to 10-12 years (each Utility varies).
Effectively, the Company believes that solar installation in California currently makes little financial sense without also including
a battery system. Installing NeoVolta nets a ROI of 4-6 years. We estimate that NEM3 reduced our sales from the enactment date in December
2022 continuing through our last fiscal quarter, as solar installers worked off their permitted NEM2 installs. We expect our sales to
gradually increase going forward.

 Utilities can also impact
battery storage adoption on the cost side of the equation. In certain circumstances, when state utilities change their billing profiles,
the market for ESS becomes more (or less) attractive. For example, Hawaii's attachment rate rose to 80% after the state began transitioning
away from net energy metering (NEM) and reduced compensation for grid exports.

 Resiliency. Energy
dependence has been a growing concern in the last few years as weather patterns have become more erratic. New findings from the U.S. Department
of Energy's National Renewable Energy Laboratory (NREL) and Clean Energy Group (CEG) found that when the value of resilience is
considered - preventing power outages - several more integrated solar-plus-storage projects are economically viable.

 Utilities are addressing this
matter in some cases through Public Safety Power Shut Off (PSPS) events (when power is purposefully turned off in the case of high winds
with very dry vegetation conditions that increase wildfire risks). The direct result of this was seen in California after the PSPS events
of late 2019.

 Consumer Perception.
Although both economics and resiliency have been impactful on ESS demand, researchers at Berkeley Labs concluded that a third category
of consumer perception may be adding to the trend. The feedback they received included the concept that consumers saw ESS as a "green"
investment and felt like it was a way to "stick it to the utilities". These factors are obviously less measurable than the
more objective drivers above but are an additive factor in the market.

 Growth Strategy

 With the addition of Ardes
Johnson to NeoVolta's management team as our CEO in April 2024, we have implemented an entirely new growth strategy that is designed
to greatly expand our market penetration and product sales. Mr. Johnson is a seasoned industry executive who most recently, served as
the President of the U.S. subsidiary of Meyer Burger, a major manufacturer of
solar cells and solar modules based in Switzerland, for three years. His previous experience includes high level sales positions with
both Tesla and General Electric.

 Under
Mr. Johnson's direction and leadership, we intend to vigorously pursue three major growth objectives as follows (i) Expanding revenue
through strategic sales channel development, (ii) Broadening financing options through partnerships with major industry players, and (iii)
Initiating development of the next generation of batteries. In furtherance of these key growth
objectives, Mr. Johnson has recently undertaken the following significant tactical initiatives:

 National
Sales Team Formation: NeoVolta has successfully assembled a national sales team targeting key renewable energy
distribution centers, ensuring a robust presence across the U.S.

 Strategic
Collaborations Initiated: We have begun collaborations with leading solar installers in California, Nevada, and
Florida, positioning ourselves to attempt to capture a larger market share.

 Advanced
Conversations for Next-Gen Systems: We have initiated discussions with entities to develop the next generation
of NeoVolta's energy storage systems, setting the stage for future innovation.

 Additionally, we are planning
to adopt a number of other near-term strategic moves that are designed to rapidly increase the growth of our product sales. For example,
NeoVolta is actively expanding into high-potential regions such as Hawaii, Texas, Florida, and Puerto Rico, with regionally based sales
teams to maximize reach and service. Also, another of our key initiatives is to make NeoVolta's products more accessible and affordable,
driving increased adoption and sales in the residential energy storage market.

 With regard to the
expanding commercial market for our products, we are planning to enhance our existing R&D technology to create
complementary solutions tailored for the commercial sector, expanding NeoVolta's market footprint, beginning in 2025. Further,
we will be launching our Virtual Peaker Solution in order to a ddress the growing demand for
storage-only solutions from utilities and aggregators, seeking to position NeoVolta at the forefront of energy storage
innovation.

 Competition

 We compete with several large
competitors already successfully selling in the ESS space. Notable competitors include Tesla, LG Chem, Sonnen, Enphase, SunPower, and
SMA America, among others. Some of our competitors have significantly greater financial, product development, manufacturing, marketing
resources, and name recognition. In addition to competitors in the ESS space, we compete with companies in power generation equipment
and other engine powered products industries. We face competition from a variety of large diversified industrial companies as well as
smaller generator manufacturers, along with mobile equipment, engine powered tools, solar inverter, battery storage and grid services
providers, both domestic and internationally. In addition, as energy storage becomes a necessary component for residential customers to
realize better value/savings from their solar PV installation, we believe new competitors will emerge in this field. There is no assurance
that we will be able to successfully compete in this market.

 NeoVolta Competitive Advantages:

 Availability. We believe
recent back-order times for competitive products have been as long as 9-months in recent years. Smaller installers rely on quick sales
to install to payment to keep their business going, and the lack of availability of competitive products is often the reason they are
introduced to NeoVolta. Since December 2021, NeoVolta has been delivering on orders in usually less than two weeks, very often the same
day. We achieve this by maintaining a high level of parts inventory relative to projected sales, component consolidation prior to shipment,
and a small lot, recurring freight strategy, which we believe allows for more flexibility in getting through the supply chain. Our strategy
of maintaining higher levels of inventory based on projected sales means that to the extent our sales expectations in any periods are
incorrect we may suffer cash flow constraints for such periods. Inability to secure reliable product delivery, fire risk, and recalls
have harmed reputations of our competitors.

 Installer Service.
NeoVolta considers its installer relationships to be the key to our growth. The relative newness of the industry requires a great deal
of education and support to ensure quality and efficient installations. With all energy storage, there is significant necessary electrical
work, which may be new to smaller solar installers. NeoVolta requires that every installer go through our Certified Installer Program
and we often walk them through early installations one-on-one to get them comfortable with the product either in-person or via smart phone
video. NeoVolta's San Diego-based direct customer support is available throughout the install and for any ongoing service, as well
as through our remote system monitoring. This one-on-one philosophy has generated great customer loyalty and install success and we intend
to invest the resources necessary to keep this partnership culture a priority.

 Superior Product. Some
of our competitors have significantly greater financial, product development, manufacturing, marketing resources, and name recognition
than we have. However, with the industry's growth will come frequent and dramatic change. We believe that our 100% commitment to
ESS and our size allow us to navigate this nascent industry more nimbly, and we have been able to develop distinct competitive advantages
to appeal to smaller and regional independent installers. We designed the NeoVolta NV14 to be cost effective, easy to install and service,
and adaptable to customer needs. We are one of very few in the ESS industry to focus virtually all our resources on energy storage systems.

 Key Product Advantages:

 Residential / Commercial: System adapts to either
application without the need for any additional equipment (transformers)

 Outdoor or Indoor installations: NEMA 3R rated

 Higher power than most competitive options (7,680
W inverter)

 Compatible with AC, DC or both AC and DC power

 UL certified to have no thermal runaway and no
thermal risk (UL 9540A)

 Higher 6,000 cycle batteries

 Compatible with generators

 Can support off grid

 Capable of adding additional battery storage
capacity without need for additional inverter

 Our NV14 inverter can also
accept 208 Volt 3-phase commercial power by simply making a settings change. This feature allows small businesses to back up vital systems
such as refrigeration, servers, alarm systems, entry and exit security features, vaults, emergency lighting, etc. Some States are beginning
to require these capabilities as an emergency capability due to frequent grid outages.

 IP & Product Development

 We currently have three issued
US utility patents. US Patent No. 10,998,730 B1 is directed to NeoVolta's solar power inverter system. US Patent No. 11,502,618
B2 relates to NeoVolta's generators. US Patent No. 11,605,952 B1. which is an expansion of our first Patent, relates to NeoVolta's
solar power inverter system. We will continue to expand our Patent portfolio when appropriate.

 We rely on a combination of
patent, trademark, copyright, trade secret, including federal, state and common law rights in the United States and other countries, nondisclosure
agreements, and other measures to protect our intellectual property. We require our employees, consultants, and advisors to execute confidentiality
agreements and to agree to disclose and assign to us all inventions conceived under their respective employment, consultant, or advisor
agreement, using our property, or which relate to our business. Despite any measures taken to protect our intellectual property, unauthorized
parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Our business is affected
by our ability to protect against misappropriation and infringement of our intellectual property, including our trademarks, service marks,
patents, domain names, copyrights and other proprietary rights.

 Regulatory Environment

 Regulators are quickly getting
involved in the ESS space. In the past three years, California regulators have implemented major requirements, including CSIP and CPUC
"rapid shutdown," garage safety, non-ferrous cabinet, and more are being planned. We have a track record of understanding,
adapting, and deploying our products in this ever-changing world.

 California, via the California
Public Utilities Commission (CPUC), and Hawaii appear to be leading the United States when it comes to new ESS regulations. In the past
36-months, CPUC adopted Common Smart Inverter Profile (CSIP), solar rapid shutdown, and several fire standards both inside garages and
outside on residential dwellings. On June 22, 2020, with significant technical development and relationship building, NeoVolta received
all certifications necessary for California CSIP compliance. On August 5, 2020, the California Energy Commission (CEC) approved NeoVolta's
CSIP application. CEC facilitates regulatory approvals for the CPUC.

 In January 2021, CPUC adopted
solar "rapid shutdown" requirements, which means emergency responders needed to be able to quickly terminate all with a switch
or lever within a few feet of the Main Service Panel (MSP). NeoVolta already met this challenge with outside AC solar installations, and
quickly met the requirements for indoor installations and DC solar.

 In June 2022, California adopted
several requirements for inside garage installations and disallowed any installs inside residential living spaces to include most basements.
These changes affect where a system can be installed and may prevent installation in colder climates.

 NeoVolta's other certifications
include:

 Underwriters Laboratories (UL) 9540, 9540A, 1973, 1741SA, 1642, and 1699B Arc Fault Circuit Protection
Type

 UL 1741 third edition
(including UL 1741 Supplemental SB)

 UL 9540A Battery Energy Storage System (ANSI/CAN/UL
9540:2020)

 Institute of Electrical and Electronics Engineers
(IEEE) 1547 (2018 standard)

 International Electrotechnical Commission (IEC)
62897

 Electrical Codes: National Fire Protection Association's NFPA 70 National Fire Codes (NEC) 2023

 California Public Utilities Commission (CPUC) Rule 21 Interconnection

 Hawaii Electric Companies Source Requirement Document Version 1.1 (SRD-UL-1741-SA-V1.1)

 CSA Group C22.2 No. 107.1:2001 Ed. 3

 Federal Communications Commission (FCC) 15 Class B

 National Electrical Manufacturers Association
(NEMA) Type 3R

 California Energy Commission (CEC): Grid Support Utility, Utility Interactive, Energy Storage System NV14
and NV24

 NeoVolta has established a
track record for quickly understanding and meeting regulatory hurdles. Although regulatory changes will cause an enduring need for increases
in Research and Development (R&D) and product constraints, we believe this will also raise the barrier of entry to new market entrants.
We believe NeoVolta is well positioned to face new regulatory requirements due to our battery chemistry and our product being developed
in California - where regulatory standards in energy are generally set.

 On April 14, 2023, California
implemented Net Energy Metering 3 (NEM3) for subsequent new solar installations. NEM3 reduces the amount of NEM credit for each kilowatt
(KW) of solar power sent to the utility from a rate of approximately $0.20 per KW to $0.09 per KW (each Utility varies). NEM3 effectively
increases the average solar Return of Investment (ROI) from 5-6 years to 10-12 years (each Utility varies). Effectively, the Company believes
that solar installation in California currently makes little financial sense without also including a battery system. Installing NeoVolta
nets a ROI of 4-6 years. We estimate that NEM3 reduced our sales from the enactment date in December 2022 continuing through our last
fiscal quarter, as solar installers worked off their permitted NEM2 installs. We expect our sales to gradually increase going forward.

 Manufacturing

 All of NeoVolta's products
are manufactured in-house at our Poway, CA facility. We manufacture our products in an efficient build-to-order model, keeping very little
finished-goods inventory. We sublease and share our facility with our former contract manufacturer under a physical arrangement.

 Pursuant to an amendment to
our supply agreement with our former contract manufacturer in April 2023, we took over direct responsibility for the manufacturing process
surrounding our ESS units from our contract manufacturer on June 1, 2023. Accordingly, we now issue customer build orders to our two new
employees that we hired from our former contract manufacturer, they pull the raw materials from the warehouse, assemble the final units
and prepare them for shipment or pick-up. Our timeline from order to delivery is usually less than two weeks.

 The end-product is then picked
up or shipped from our docks, signed off by our installer and logged into our system when installed for system monitoring.

 We run multiple quality checks
throughout the process and have systems to track components and end-units from Asia to San Diego to the end-user's location. We
record all component serial numbers, all torque settings, and annotate all required item numbers and functionality prior to packaging.

 Assembly Inventory Purchase

 In April 2023, we closed the
bulk purchase of raw materials inventory from our contract manufacturer by making a cash payment to that company in the net amount of
$1.3 million, after considering credits for prepayments and other items of approximately $0.1 million. This transaction was completed
pursuant to an amendment of our Master Supply Agreement with our contract manufacturer. In addition to the purchase of the raw materials
inventory from our contract manufacturer, this amendment provided for the eventual assumption by us of full responsibility from our contract
manufacturer for the manufacturing of our proprietary Energy Storage Systems ("ESS") units. Pursuant to the amendment, we
assumed such responsibility for the manufacturing process surrounding our ESS units from our contract manufacturer on June 1, 2023. In
conjunction with assuming this responsibility, we hired the employees of our contract manufacturer who previously performed contract manufacturing
services for us. We plan to hire up to three additional "assemblers" in the future. All of our manufacturing certifications
are listed under NeoVolta. This amended agreement had no effect on our present Sublease Agreement with our contract manufacturer, pertaining
to our existing manufacturing location in Poway, CA (see "Item 2 – Properties").

 Employees

 As of June 30, 2024, we have
10 full-time employees. Our CEO, who joined the Company in April 2024, manages all Company strategy, sales and R&D, our CFO manages
all finance and administration. Our manufacturing operations are performed by the new employees that we have hired from our former contract
operator, as noted above. The balance of the staff manages supply chain, technical support and marketing/sales support. We also contract
for hire with four outside consultants and contractors on an ongoing basis. Also, we enter into specific contracts for non-recurring R&D
projects, as needed.

 Access to Information

 Our website is at www.neovolta.com.
We make available, free of charge, on our corporate website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as soon as reasonably practicable after they are electronically filed with the Securities
and Exchange Commission (SEC). The SEC maintains an internet site that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC at www.sec.gov. Information contained on our website does not, and shall not be
deemed to, constitute part of this Annual Report on Form 10-K. Our reference to the URL for our website is intended to be an inactive
textual reference only.

 ITEM 1A. RISK FACTORS

 The
following risks and uncertainties should be carefully considered in addition to the other information included in this Report. If any
of the following conditions or other unknown conditions should occur, our business, financial condition or operating results could be
materially harmed. An investment in our securities is speculative in nature, involves a high degree of risk and should not be made by
an investor who cannot bear the economic risk of its investment for an indefinite period of time and who cannot afford the loss of its
entire investment.

 Risks Related to our Business and Industry

 We are a relatively new company, with our
sales having only commenced in July 2019, and we continue to have some of the risks associated with start-up ventures.

 We formed our corporation
in 2018. Since formation, we have focused on research, development and certification of our first energy storage system. We began marketing,
sales, and installations via our certified installers in May 2019 (although no sales were completed in the year ended June 30, 2019).
We may never achieve commercial success with our energy storage systems. We have limited historical financial data upon which we may base
our projected revenue and operating expenses. Our relatively short operating history makes it difficult for potential investors to evaluate
our technology or prospective operations and business prospects. Accordingly, we continue to be subject to many of the risks inherent
in business development, financing, unexpected expenditures, and complications and delays that often occur in a new business. Investors
should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. There
can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

 We have a history of net losses and we are
uncertain about our future profitability.

 We have incurred significant
net losses since our inception. For the years ended June 30, 2024 and 2023, we have incurred net losses of $2.3 million and $2.6 million,
respectively. As of June 30, 2024, we had an accumulated deficit of $20.7 million. If our revenue grows more slowly than currently anticipated,
or if operating expenses are higher than expected, we may be unable to consistently achieve profitability, our financial condition will
suffer, and the value of our common stock could decline. Even if we are successful increasing our sales, we may incur losses in the foreseeable
future as we continue to develop and market our products. If sales revenue from any of our current products or any additional products
that we develop in the future is insufficient, or if our product development is delayed, we may be unable to achieve profitability and,
in the event we are unable to secure financing for prolonged periods of time, we may need to temporarily cease operations and, possibly,
shut them down altogether. Furthermore, even if we are able to achieve profitability, we may be unable to sustain or increase such profitability
on a quarterly or annual basis, which would adversely impact our financial condition and significantly reduce the value of our common
stock.

 We may experience in the future, delays
or other complications in the design, manufacture, launch and production ramp of our energy storage products which could harm our brand,
business, prospects, financial condition and operating results.

 We may encounter unanticipated
challenges, such as supply chain or logistics constraints, that lead to delays in producing and ramping our energy storage products. Any
significant delay or other complication in the production of our products or the development, manufacture, and production ramp of our
future products, including complications associated with expanding our production capacity and supply chain or obtaining or maintaining
regulatory approvals, and/or coronavirus impacts, could materially damage our brand, business, prospects, financial condition and operating
results.

 We may be unable to meet our growing energy
storage production plans and delivery plans, any of which could harm our business and prospects.

 Our plans call for achieving
and sustaining significant increases in energy storage systems production and deliveries. Our ability to achieve these plans will depend
upon a number of factors, including our ability to utilize installed manufacturing capacity, achieve the planned production yield and
further increase capacity as planned while maintaining our desired quality levels and optimize design and production changes, and our
suppliers' ability to support our needs. If we are unable to realize our plans, our brand, business, prospects, financial condition
and operating results could be materially damaged.

 We are dependent on our two main component
vendors for our suppliers of batteries, inverters and other raw materials and the inability of these single-source suppliers to deliver
necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability
to efficiently manage these components, could have a material adverse effect on our financial condition and operating results.

 Our products contain numerous
purchased parts which we source globally from direct suppliers, the majority of whom are currently single-source suppliers. Any significant
unanticipated demand would require us to procure additional components in a short amount of time. While we believe that we will be able
to secure additional or alternate sources of supply for most of our components in a relatively short time frame, there is no assurance
that we will be able to do so or develop our own replacements for certain highly customized components of our products. In addition, if
we are required to use alternative suppliers for certain critical components, we may need to have our products go through a re-certification
process with various regulatory bodies, which process may be lengthy. In such event, we would not be able to sell our products using these
new components until we received all required certifications.

 If we encounter unexpected
difficulties with key suppliers such as our inverter or lithium-iron phosphate cell supplier, and if we are unable to fill these needs
from other suppliers, we could experience production delays and potential loss of access to important technology and parts for producing,
servicing and supporting our products. This limited, and in many cases single source, supply chain exposes us to multiple potential sources
of delivery failure or component shortages for the production of our products. The loss of any single or limited source supplier or the
disruption in the supply of components from these suppliers could lead to significant product design changes and delays in product deliveries
to our customers, which could hurt our relationships with our customers and result in negative publicity, damage to our brand and a material
and adverse effect on our business, prospects, financial condition and operating results.

 Changes in our supply chain may result in
increased cost. If we are unsuccessful in our efforts to control and reduce supplier costs, our operating results will suffer.

 There is no assurance that
our suppliers will ultimately be able to meet our cost, quality and volume needs, or do so at the times needed. Furthermore, as the scale
of our energy storage systems increase, we will need to accurately forecast, purchase, warehouse and transport to our manufacturing facilities
components at much higher volumes than we have experience with. If we are unable to accurately match the timing and quantities of component
purchases to our actual needs, or successfully implement automation, inventory management and other systems to accommodate the increased
complexity in our supply chain, we may incur unexpected production disruption, storage, transportation and write-off costs, which could
have a material adverse effect on our financial condition and operating results.

 We are currently selling two primary products
and if these products that we sell or install fail to perform as expected, our reputation could be harmed and our ability to develop,
market and sell our products and services could be harmed.

 If our energy products were
to contain defects in design and manufacture that cause them not to perform as expected or that require repair or take longer than expected
to become enabled or are legally restricted, our ability to develop, market and sell our products and services could be harmed. While
we intend to perform internal testing on the products we manufacture, as a start-up company we currently have no frame of reference by
which to evaluate detailed long-term quality, reliability, durability and performance characteristics of our battery packs, inverters,
and energy storage products. There can be no assurance that we will be able to detect and fix any defects in our products prior to their
sale to or installation for consumers. Any product defects, delays or legal restrictions on product features, or other failure of our
products to perform as expected could harm our reputation and result in delivery delays, product recalls, product liability claims, significant
warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.

 We depend on a small number of wholesale
dealers for a significant portion of our revenues to date.

 Due to our limited operating
history, we depend on a relatively small number of wholesale dealers and installers, primarily in California, for our revenue. In the
year ended June 30, 2024, two such dealers represented approximately 20% and 14% of the Company's revenues whereas in the year ended
June 30, 2023, three such dealers represented approximately 25%, 15% and 13% of the Company's revenues. As of June 30, 2024, three
such dealers represented approximately 22%, 18% and 14% of the Company's accounts receivable. Our limited customer base and concentration
could expose us to the risk of substantial losses if a single dominant customer stops purchasing, or significantly reduces orders for,
our products. Our ability to maintain close relationships with these top customers is essential to the growth and profitability of our
business. If we fail to sell our products to one or more of these top customers in any particular period, or if a large customer purchases
fewer of our products, defers orders or fails to place additional orders with us, or if we fail to develop additional major customers,
our revenue could decline, and our results of operations could be adversely affected.

 If we fail to scale our business operations
and otherwise manage future growth and adapt to new conditions effectively as we grow our company, we may not be able to produce, market,
sell and service our products successfully.

 Any failure to manage our
growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. Our future
operating results depend to a large extent on our ability to manage our expansion and growth successfully. We may not be successful in
undertaking this expansion if we are unable to control expenses and avoid cost overruns and other unexpected operating costs; adapt our
products and conduct our operations to meet local requirements; implement the required infrastructure, systems and processes; and find
and hire the right skills to make our growth successful.

 If we are unable to achieve our targeted
manufacturing costs for our energy storage products our financial condition and operating results will suffer.

 As a relatively new company,
we have limited historical data that ensures our targeted manufacturing costs will be achievable. While we expect in the future to better
understand and control our manufacturing costs, there is no guarantee we will be able to achieve sufficient cost savings to reach our
gross margin and profitability goals. We may also incur substantial costs or cost overruns in utilizing and increasing the production
capability of our energy storage system facilities.

 If we are unable to achieve
production cost targets on our products pursuant to our plans, we may not be able to meet our gross margin and other financial targets.
Many of the factors that impact our manufacturing costs are beyond our control, such as potential increases in the costs of our materials
and components, such as lithium iron phosphate, nickel and other components of our battery cells. If we are unable to continue to control
and reduce our manufacturing costs, our operating results, business and prospects will be harmed.

 Increases in costs, disruption of supply
or shortage of materials, in particular for inverters and lithium iron phosphate cells, could harm our business.

 We may experience increases
in the cost or a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could
materially and negatively impact our business, prospects, financial condition and operating results. We use various materials in our business,
including inverters and lithium iron phosphate cells, from suppliers.

 The prices for these materials
fluctuate, and their available supply may be unstable, depending on market conditions and global demand for these materials, including
as a result of increased production of energy storage products by our competitors, and could adversely affect our business and operating
results. For instance, we are exposed to multiple risks relating to inverters and lithium iron phosphate cells.

 These risks include:

 an increase in the cost, or decrease in the available supply, of materials used;

 disruption in the supply of cells due to quality issues or recalls by manufacturers;

 tariffs on the materials we source in China, which make up a significant amount of the materials we require;

 fluctuations in the value of the Chinese Renminbi against the U.S. dollar as our purchases for energy
storage products are denominated in Chinese Renminbi.; and

 potential increases in global shipping costs.

 Our business is dependent
on the continued supply of inverters and battery cells for the battery packs used in our energy storage products. Any disruption in the
supply of inverters or battery cells could disrupt production of our battery packs we require for our energy storage product. Substantial
increases in the prices for our materials or prices charged to us would increase our operating costs, and could reduce our margins if
we cannot recoup the increased costs through increased prices. Any attempts to increase prices in response to increased material costs
could result in cancellations of energy storage orders and therefore materially and adversely affect our brand, image, business, prospects
and operating results.

 Recent increases in mortgage interest rates
may result in a decrease in demand by homeowners for our residential energy storage systems.

 Sales volume in our homeowner
channel is partially dependent on the construction of new homes and the sale of existing homes in our residential markets. Many customers
of our installation partners rely on mortgage loans from banks and other lenders in order to finance a substantial portion of the purchase
price for their home, including any related improvements. Increased mortgage interest rates may lead to lower demand for new homes and
a reduced number of homes available for solar origination through our homeowner channel. Additionally, increased interest rates may result
in fewer secondary home sales, a reduction in the number of customers refinancing their mortgages and uncertainty about the economy.

 We are currently operating in a period of
economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing
military conflicts between Russia and Ukraine and between Gaza and Israel. Our business, financial condition and results of operations
may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from these conflicts
or any other geopolitical tensions.

 U.S. and global markets are
experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflicts between
Russia and Ukraine, beginning in in February 2022, and between Gaza and Israel, beginning in in October 2023. Although the length and
impact of these ongoing military conflicts are highly unpredictable, they could lead to further market disruptions, including significant
volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situations
in both of these areas and globally and assessing any potential impacts on our business.

 Any of the above mentioned
factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military actions,
sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify
the impact of other risks described in this report.

 We may become subject to product liability
claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

 Although we believe we have
designed our products for safety, product liability claims, even those without merit, could harm our business, prospects, operating results
and financial condition. Our risks in this area are particularly pronounced given that we have only recently begun to deliver energy storage
products. Moreover, a product liability claim could generate substantial negative publicity about our products and business and could
have material adverse effect on our brand, business, prospects and operating results.

 The markets in which we operate are in their
infancy and highly competitive, and we may not be successful in competing in these industries as the industry further develops. We currently
face competition from new and established domestic and international competitors and expect to face competition from others in the future,
including competition from companies with new technology.

 The worldwide energy storage
market is in its infancy, and we expect it will become more competitive in the future. We also expect more regulatory burden as customers
adopt this new technology. There is no assurance that our energy storage systems will be successful in the respective markets in which
they compete. A significant and growing number of established and new companies, as well as other companies, have entered or are reported
to have plans to enter the energy storage market. Most of our current and potential competitors have significantly greater financial,
technical, manufacturing, marketing, sales networks and other resources than we do and may be able to devote greater resources to the
design, development, manufacturing, distribution, promotion, sale and support of their products. Increased competition could result in
lower unit sales, price reductions, revenue shortfalls, loss of customers and loss of market share, which could harm our business, prospects,
financial condition and operating results. The energy storage industry is highly competitive.

 We face competition from other
manufacturers, developers and installers of energy storage systems, as well as from large utilities. Decreases in the retail prices of
electricity from utilities or other renewable energy sources could make our products less attractive to customers. Reduction in various
federal and state rebate and incentive programs could also adversely affect product adoption.

 Our products and services are subject to
substantial regulations, which are evolving, and unfavorable changes or failure by us to comply with these regulations could substantially
harm our business and operating results.

 As a manufacturer of energy
storage systems, we are impacted by federal, state and local regulations and policies concerning electricity pricing, the interconnection
of electricity generation and storage equipment with the electric grid, and the sale of electricity generated by third-party owned systems.
For example, existing or proposed regulations and policies would permit utilities to limit the amount of electricity generated by our
customers with their solar energy systems, adjust electricity rate designs such that the price of our products may not be competitive
with that of electricity from the grid, restrict us and our customers qualifying for government incentives and benefits that apply to
renewable energy, and limit or eliminate net energy metering. If such regulations and policies remain in effect or are adopted in other
jurisdictions, or if other regulations and policies that adversely impact the interconnection or use of our energy storage systems are
introduced, they could deter potential customers from purchasing our energy storage products, which could harm our business, prospects,
financial condition and results of operations.

 On April 14, 2023, California
implemented Net Energy Metering 3 (NEM3) for subsequent new solar installations. NEM3 reduces the amount of NEM credit for each kilowatt
(KW) of solar power sent to the utility from a rate of approximately $0.20 per KW to $0.09 per KW (each Utility varies). NEM3 effectively
increases the average solar Return of Investment (ROI) from 5-6 years to 10-12 years (each Utility varies). Effectively, the Company believes
that solar installation in California currently makes little financial sense without also including a battery system. Typically, installing
NeoVolta nets a ROI of 4-6 years. We estimate that NEM3 reduced our sales from the enactment date in December 2022 continuing through
our last fiscal quarter, as solar installers worked off their permitted NEM2 installs. We expect our sales to gradually increase going
forward.

 Our business and operations would suffer
in the event of third-party computer system failures, cyber-attacks on third-party systems or deficiency in our cyber security.

 We rely on information technology
("IT") systems, including third-party "cloud based" service providers, to keep financial records, maintain product
support data, and corporate records, to communicate with staff and external parties and to operate other critical functions. This includes
critical systems such as email, other communication tools, electronic document repositories and archives. If any of these third-party
information technology providers are compromised due to computer viruses, unauthorized access, malware, natural disasters, fire, terrorism,
war and telecommunication failures, electrical failures, cyber-attacks or cyber-intrusions over the internet, then sensitive emails or
documents could be exposed or deleted. Similarly, we could incur business disruption if our access to the internet is compromised, and
we are unable to connect with third-party IT providers. The risk of a security breach or disruption, particularly through cyber-attacks
or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity
and sophistication of attempted attacks and intrusions from around the world have increased. To the extent that any disruption or security
breach results in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information,
we could incur liability and delay of our product development and support efforts.

 We may need to assert intellectual property-related
claims or defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur
substantial costs.

 Others, including our competitors,
may hold or obtain patents, copyrights, trademarks or other proprietary rights that could prevent, limit or interfere with our ability
to make, use, develop, sell or market our products and services, which could make it more difficult for us to operate our business. From
time to time, the holders of such intellectual property rights may assert their rights and urge us to take licenses, and/or may bring
suits alleging infringement or misappropriation of such rights. We may consider the entering into licensing agreements with respect to
such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur,
and such licenses could significantly increase our operating expenses. In addition, if we are determined to have infringed upon a third
party's intellectual property rights, we may be required to cease making, selling or incorporating certain components or intellectual
property into the goods and services we offer, to pay substantial damages and/or license royalties, to redesign our products and services,
and/or to establish and maintain alternative branding for our products and services. In the event that we were required to take one or
more such actions, our business, prospects, operating results and financial condition could be materially adversely affected. In addition,
any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management
attention.

 In August 2021, we entered
into an exclusive long term supply agreement with our Asian supplier pertaining to our inverter component. This agreement contains provisions
that address the ownership and use of intellectual property rights. While we are unaware of any present dispute concerning this agreement
or our other agreements that concern ownership of or use of intellectual property rights, future disputes may arise concerning this or
other agreements we have entered into that concern ownership of or use of intellectual property rights.

 Our business could be negatively impacted
if we fail to adequately protect our intellectual property rights.

 We consider our intellectual
property rights to be important assets, and seek to protect them through a combination of patent, trademark, copyright and trade secret
laws, as well as licensing and confidentiality agreements. These protections may not be adequate to prevent third parties from using our
intellectual property without our authorization, breaching any confidentiality agreements with us, copying or reverse engineering our
products, or developing and marketing products that are substantially equivalent to or superior to our own. The unauthorized use of our
intellectual property by others could reduce our competitive advantage and harm our business. Not only are intellectual property-related
proceedings burdensome and costly, but they could span years to resolve and we might not ultimately prevail. We cannot guarantee that
any patents, issued or pending, will provide us with any competitive advantage or will not be challenged by third parties. Moreover, the
expiration of our patents may lead to increased competition with respect to certain products.

 Potential tariffs or a global trade war
have increased our costs and could further increase the cost of our products, which could adversely impact the competitiveness of our
products and our financial results.

 In 2019, the Trump Administration
announced tariffs on goods imported from China in connection with China's intellectual property practices. Our products depend on
materials from China, namely inverters and batteries, which are the main components of our products. Traditionally, the tariff rate for
our imports has been 3.4%. Presently, our tariff rate is 10.9% on these imports. To date, the Biden Administration has made no significant
changes to these Chinese tariffs.

 We cannot predict what actions
may ultimately be taken with respect to tariffs or trade relations between the United States and China, what products may be subject to
such actions, or what actions may be taken by the China in retaliation. The tariffs described above, the adoption and expansion of trade
restrictions, the occurrence of a trade war, or other governmental action related to tariffs, trade agreements or related policies have
the potential to adversely impact our supply chain and access to equipment, our costs and our product margins. Any such cost increases
or decreases in availability could slow our growth and cause our financial results and operational metrics to suffer.

 Our industry is subject to technological
change, and our failure to continue developing new and improved products and to bring these products rapidly to market could have an adverse
impact on our business.

 New products, or refinements
and improvements to our existing products, may have technical failures, delayed introductions, higher than expected production costs or
may not be well accepted by our customers. If we are not able to anticipate, identify, develop and market high quality products in line
with technological advancements that respond to changes in customer preferences, demand for our products could decline and our operating
results could be adversely affected.

 Public company compliance may make it more
difficult to attract and retain officers and directors.

 The Sarbanes-Oxley Act and
rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a recent Nasdaq
listed public company, we expect these rules and regulations to increase our compliance costs and to make certain activities more time
consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for
us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage
or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and
retain qualified persons to serve on our Board of Directors or as executive officers.

 Confidentiality agreements with employees
and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information, and our inability to maintain
the confidentiality of that information, due to unauthorized disclosure or use, or other event, could have a material adverse effect on
our business.

 In addition to the protection
afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is
not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and any other elements of our product
discovery and development processes that involve proprietary know-how, information, or technology that is not covered by patents. Trade
secrets, however, may be difficult to protect. We seek to protect our proprietary processes, in part, by entering into confidentiality
agreements with our employees, consultants, advisors, contractors and collaborators. Although we use reasonable efforts to protect our
trade secrets, our employees, consultants, advisors, contractors, and collaborators might intentionally or inadvertently disclose our
trade secret information to competitors. In addition, competitors may otherwise gain access to our trade secrets or independently develop
substantially equivalent information and techniques. Furthermore, the laws of some foreign countries do not protect proprietary rights
to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting
and defending our intellectual property both in the United States and abroad. If we are unable to prevent unauthorized material disclosure
of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able
to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, operating results
and financial condition.

 We are heavily reliant on the services of
both Ardes Johnson, our Chief Executive Officer, and Brent Willson, our former CEO and current chief technology officer, and the departure
or loss of either officer could disrupt our business.

 We depend heavily on the continued
efforts of Ardes Johnson, our Chief Executive Officer, who joined the Company in April 2024, and Brent Willson, our former CEO and current
chief technology officer, who are essential to our strategic vision and day-to-day operations and would be difficult to
replace. The departure or loss of either Mr. Johnson or Mr. Willson, or the inability to timely hire and retain qualified replacements,
could negatively impact our ability to manage our business.

 If we are unable to recruit and retain key
management, technical and sales personnel, our business would be negatively affected.

 For our business to be successful,
we need to attract and retain highly qualified technical, management and sales personnel. The failure to recruit additional key personnel
when needed with specific qualifications and on acceptable terms or to retain good relationships with our partners might impede our ability
to continue to develop, commercialize and sell our products. To the extent the demand for skilled personnel exceeds supply, we could experience
higher labor, recruiting and training costs in order to attract and retain such employees. We face competition for qualified personnel
from other companies with significantly more resources available to them and thus may not be able to attract the level of personnel needed
for our business to succeed.

 Artificial intelligence presents risks and
challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and
personal data.

 Issues in the development
and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or
other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks
and challenges that could impact our business. We may adopt and integrate generative artificial intelligence tools into our systems for
specific use cases. Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this
use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or
industry standards with respect to privacy and data protection and may inhibit our or our vendors' ability to maintain an adequate
level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach or privacy or
security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential
information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors
around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities
involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could
damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

 Risks Related to Our Securities

 Our executive officers and directors will
exercise significant control over us for the foreseeable future, which will limit our shareholders ability to influence corporate matters
and could delay or prevent a change in corporate control.

 Our executive officers and
directors currently hold or have the right to acquire, in the aggregate, up to approximately 18.1 % of our outstanding common stock. As
a result, these stockholders will be able to influence our management and affairs and heavily influence the outcome of matters submitted
to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially
all of our assets.

 These stockholders may have
interests, with respect to their common stock, that are different from our other stockholders and the concentration of voting power among
one or more of these stockholders may have an adverse effect on the price of our common stock.

 In addition, this concentration
of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control
of our company; (2) impeding a merger, consolidation, takeover or other business combination involving our company; or (3) discouraging
a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.

 Nevada law and provisions in our articles
of incorporation and bylaws could make a takeover proposal more difficult.

 We are a Nevada corporation
and the anti-takeover provisions of the Nevada Revised Statutes may discourage, delay or prevent a change in control by prohibiting us
from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested
stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our articles of incorporation
and bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Our
articles of incorporation and bylaws:

 authorize the issuance of "blank check" preferred stock that could be issued by our board
of directors to thwart a takeover attempt;

 place restrictive requirements (including advance notification of stockholder nominations and proposals)
on how special meetings of stockholders may be called by our stockholders; do not provide stockholders with the ability to cumulate their
votes; and

 provide that our board of directors may amend our bylaws.

 Additionally, our authorized
capital includes preferred stock issuable in one or more series. Our board has the authority to issue preferred stock and determine the
price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares
without any further vote or action by stockholders. The rights of the holders of common stock will be subject to, and may be adversely
affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock,
while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make
it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive
our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company.

 As an "emerging growth company"
under the Jumpstart Our Business Startups Act, or JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure
requirements.

 As an "emerging growth
company" under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are
an emerging growth company until the earliest of:

 the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;

 the last day of the fiscal year following the fifth anniversary of our initial public offering;

 the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible
debt; or

 the date on which we are deemed a "large accelerated issuer" as defined under the federal
securities laws.

 For so long as we remain an
emerging growth company, we will not be required to:

 have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley
Act of 2002;

 comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding
mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial
statements (auditor discussion and analysis);

 submit certain executive compensation matters to shareholders advisory votes pursuant to the "say
on frequency" and "say on pay" provisions (requiring a non-binding shareholder vote to approve compensation of certain
executive officers) and the "say on golden parachute" provisions (requiring a non-binding shareholder vote to approve golden
parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010; and

 include detailed compensation discussion and analysis in our filings under the Securities Exchange Act
of 1934, as amended, and instead may provide a reduced level of disclosure concerning executive compensation.

 For so long as we remain an
emerging growth company, we:

 may present only two years of audited financial statements and only two years of related Management's
Discussion and Analysis of Financial Condition and Results of Operations, or MD and

 are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting
standards under §107 of the JOBS Act.

 We intend to take advantage
of all of these reduced reporting requirements and exemptions.

 Certain of these reduced reporting
requirements and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company"
under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management's
assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required
to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and
related MD&A disclosure.

 We cannot predict if investors
will find our securities less attractive due to our reliance on these exemptions. If investors were to find our common stock less attractive
as a result of our election, we may have difficulty raising additional capital.

 Our shareholders may experience dilution
of their ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities
that are convertible into or exercisable for our common or preferred stock.

 We are authorized to issue an aggregate of 100,000,000
shares of common stock and 5,000,000 shares of "blank check" preferred stock. In the future, we may issue our authorized but
previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders.

 We intend to seek to raise
additional funds, finance acquisitions or develop strategic relationships by issuing equity or convertible debt securities, which would
reduce the percentage ownership of our existing stockholders. Our board of directors has the authority, without action or vote of the
stockholders, to issue all or any part of our authorized but unissued shares of common or preferred stock. Our articles of incorporation
authorizes us to issue up to 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. Future issuances of common or
preferred stock would reduce our stockholders influence over matters on which stockholders vote and would be dilutive to earnings per
share. In addition, any newly issued preferred stock could have rights, preferences and privileges senior to those of the common stock.
Those rights, preferences and privileges could include, among other things, the establishment of dividends that must be paid prior to
declaring or paying dividends or other distributions to holders of our common stock or providing for preferential liquidation rights.
These rights, preferences and privileges could negatively affect the rights of holders of our common stock, and the right to convert such
preferred stock into shares of our common stock at a rate or price that would have a dilutive effect on the outstanding shares of our
common stock.

 We do not anticipate paying dividends on
our common stock, and investors may lose the entire amount of their investment.

 Cash dividends have never
been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect
to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares
of common stock. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur
if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor
can we assure that stockholders will not lose the entire amount of their investment.

 The Warrants we issued in our July 2022
offering are speculative in nature, and the trading market for our Warrants are volatile, sporadic and limited.

 The Warrants we issued in
our July 2022 offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive
dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time.
Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the common stock and pay
an exercise price of $4.00 per share, up to five years from the date of issuance, after which date any unexercised Warrants will expire
and have no further value. In addition, the trading market for the Warrants is volatile, sporadic and limited.

 Holders of the Warrants we issued in our
July 2022 offering will have no rights as a common stockholder until they acquire our common stock.

 Until holders of the Warrants
we issued in our July 2022 offering acquire shares of our common stock upon exercise of the Warrants, the holders will have no rights
with respect to shares of our common stock issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled
to exercise the rights of a common stockholder as to the security exercised only as to matters for which the record date occurs after
the exercise.

 Although our securities became listed on
Nasdaq in August 2022, there can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure
of which could result in a de-listing of our common stock.

 The Nasdaq Capital Market
requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed. If a listed stock
trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from Nasdaq. In addition, to maintain
a listing on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding
director independence and independent committee requirements, minimum stockholders' equity, and certain corporate governance requirements.
Additionally, we may become subject to an evolving set of compliance regulations pertaining to environmental, social and governance ("ESG")
matters as well as cybersecurity standards that are promulgated by Nasdaq or other regulatory bodies. If we are able to maintain the listing
of our securities on Nasdaq, we may be unable to satisfy these requirements or standards and we could subject our securities to delisting,
which would have a negative effect on the price of our common stock and would impair our security holders' ability to sell or purchase
our common stock or Warrants when they wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance
with the listing requirements, but we can provide no assurance that any such action taken by us would allow our securities to become listed
again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the minimum bid
price requirement, or prevent future non-compliance with the listing requirements.

 The price of our common stock and Warrants
may be volatile.

 The market price of our common
stock and Warrants is highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our
control, including the following:

 changes in our industry;

 competitive pricing pressures;

 our ability to obtain working capital financing;

 additions or departures of key personnel;

 conversions from preferred stock to common stock;

 sales of our common and preferred stock;

 our ability to execute our business plan;

 operating results that fall below expectations;

 loss of any strategic relationship;

 regulatory developments; and

 economic and other external factors.

 In addition, the securities markets have from
time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.
These market fluctuations may also materially and adversely affect the market price of our common stock and Warrants.

 Negative research about our business published
by analysts or journalists could cause our stock price to decline. A lack of regularly published research about our business could cause
trading volume or our stock price to decline.

 The trading market for our
common stock depends in part on the research and reports that analysts and journalists publish about us or our business. If analysts or
journalists publish inaccurate or unfavorable research about our business, our stock price would likely decline. If we fail to meet the
expectations of analysts for our operating results, or if the analysts who covers us downgrade our stock, our stock price would likely
decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could
decrease, which could cause our stock price and trading volume to decline.

 Claims for indemnification by our directors
and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available
to us.

 Our articles of incorporation
and bylaws contain provisions that eliminate, to the maximum extent permitted by the corporation law of the State of Nevada, the personal
liability of our directors and executive officers for monetary damages for breach of their fiduciary duties as a director or officer.
Our articles of incorporation and bylaws also provide that we will indemnify our directors and executive officers and may indemnify our
employees and other agents to the fullest extent permitted by the corporation law of the State of Nevada. Any claims for indemnification
made by our directors or officers could impact our cash resources and our ability to fund the business.

 Shareholder activism could cause material
disruption to our business.

 Publicly traded companies
have increasingly become subject to campaigns by activist investors advocating corporate actions such as actions related to environment,
social and governance (ESG) matters, among other issues. Responding to proxy contests and other actions by such activist investors or
others in the future could be costly and time-consuming, disrupt our operations and divert the attention of our Board of Directors and
senior management from the pursuit of our business strategies, which could adversely affect our results of operations and financial condition.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management and Strategy

 Due to our small size, we
have not established formal policies and procedures for assessing, identifying, and managing material risk from cybersecurity threats.
However, we monitor cybersecurity threats internally, including any potential unauthorized occurrence on or conducted through our information
systems that we use through third party providers.

 As of June 30, 2024, and through
the date of the filing of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably
likely to materially affect us, including our business strategy, results of operations or financial condition.

 Governance

 Our board of directors is
responsible for monitoring and assessing strategic risk exposure, and our three executive officers are responsible for the day-to-day
management of the material risks we face and are responsible for reporting to our board of directors any cybersecurity incidents. Although
at present, our executive officers have no direct experience or training in cybersecurity matters, they have experience as officers of
other companies similar to our company that may have similar cybersecurity issues. Due to our small size, our board of directors has not
designated any Board committee or any other subset of Board members to provide oversight of our cybersecurity program as part of a periodic
review of our overall risk management program.

 ITEM 2. PROPERTIES

 Commencing January 2021, we
moved into a new dedicated headquarters and manufacturing facility in Poway, California, just north of San Diego. This state-of-the-art,
energy-efficient facility has ample square footage, shipping and receiving space, and office spaces to support the company's growth
by providing double the production capability and increases shipping efficiency from that of our previous facility. The facility was secured
under a sublease agreement with our former contract manufacturer. Under the terms of the sublease agreement, we were required to make
rental payments of approximately $11,000 per month during the initial one-year term and any subsequent renewals of the agreement. The
sublease agreement is renewable upon mutual agreement of both parties for up to four additional years at a modest increase in the monthly
rent, however, we are under no obligation to renew it.

 We do not own any real property.

 ITEM 3. LEGAL PROCEEDINGS

 We are currently not a party
to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that we believe is not ordinary routine
litigation incidental to our business or otherwise material to the financial condition of our business.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

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

 Market Information

 Our common stock and Warrants
are listed on the NASDAQ Capital Market ("Nasdaq") under the symbols "NEOV" and "NEOVW," respectively.

 Holders

 As of September 27, 2024,
there were approximately 30 holders of record of our common stock. The number of record holders does not include beneficial owners of
common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

 Dividends

 We have never paid any cash
dividends on our common stock. We currently anticipate that we will retain all future earnings for use in our business. Consequently,
we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends in the future will depend upon our
results of operations, as well as our short term and long-term cash availability, working capital, working capital needs, and other factors
as determined by our Board of Directors.

 Recent Sales of Unregistered Securities

 In the three months ended
June 30, 2024, we issued no new shares of our common stock.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 We did not repurchase any of our equity securities
during the year ended June 30, 2024.

 ITEM 6. [RESERVED]

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

 The following discussion
should be read in conjunction with the financial statements and notes thereto included elsewhere in this report. Certain statements in
this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements
that are based on current expectations and involve various risks and uncertainties that could cause our actual results to differ materially
from those expressed in these forward-looking statements. We encourage you to review the "Cautionary Note Regarding Forward-Looking
Statements" and "Risk Factors" sections in this report.

 Overview

 We are a designer, manufacturer,
and seller of high-end Energy Storage Systems (or ESS), primarily our NeoVolta NV14, NV 24 and, to a lesser extent, our NV14-K, which
can store and use energy via batteries and an inverter at residential or commercial sites. We were founded to identify new ways to leverage
emerging technologies with the dynamic changes that are taking place in the energy delivery space. We primarily market and sell our products
directly to our certified solar installers and solar equipment distributors. We are also pursuing agreements with residential developers,
commercial developers, and other commercial opportunities. Because we are purely dedicated to energy solar systems, virtually all of our
current resources and efforts go into further developing our flagship NV14 and NV 24 products, while focusing on specific industry needs
for our next generation of products. We believe we are unique in the marketplace due to our low cost, our innovative battery chemistry,
our product versatility and our commitment to installer service. Because of these factors, we believe NeoVolta is uniquely equipped to
establish itself as a major player in the energy storage market.

 In May 2019, we completed
a public offering of shares of our common stock pursuant to Regulation A of the Securities Act (the "IPO"). The IPO was for
a total of 3,500,000 shares of our common stock at an offering price of $1.00 per share. We used the proceeds of the IPO to ramp up production,
marketing, and sales of our NV14 product line. In that regard, we have used the proceeds from the offering to fund the marketing, production
and distribution of our products, which commenced in July 2019 through a group of wholesale customers in California, as well as to provide
additional working capital for other corporate purposes. We have expanded to include one wholesale distribution customer in Nevada.

 As further discussed below
under "Liquidity and Capital Resources," we completed an underwritten public offering of our equity securities in the form
of Units in August 2022. We sold a total of 1,121,250 Units in the offering at an offering price to the public of $4.00 per Unit. The
gross proceeds of the offering were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs,
were approximately $3,780,000. We are using the proceeds of this public offering to increase our current production capacity, expand our
product portfolio, enlarge our product marketing and sales efforts, and for other general corporate purposes.

 Results of Operations

 Comparison of the Years
Ended June 30, 2024 and 2023

 Revenues - Revenues
from contracts with customers for the year ended June 30, 2024 were $2,645,072 compared to $3,455,813 for the year ended June 30, 2023.
Such decrease was primarily due to various macroeconomic and regulatory factors including the negative impact of new utility regulations
in the State of California that we believe has caused an extended economic disincentive for residential utility customers to acquire our
energy storage systems since the December 2022 enactment date and continuing through the year ended June 30, 2024.

 Cost of Goods Sold
- Cost of goods sold for the year ended June 30, 2024 were $2,134,725 compared to $2,767,818 for the year ended June 30, 2023. The cost
of goods sold in both periods reflected the cost of procuring and assembling the component parts of the energy storage systems that were
sold in each fiscal year and resulted in gross profits on such sales of approximately 19% and 20%, respectively, with such decrease largely
being due to a partial reserve for obsolescence on component parts of our NV-14K's of $90,000 in the year ended June 30, 2024, which
was offset in part by efficiencies that we have realized from taking over responsibility for manufacturing of our products from a contract
operator since last year.

 General and Administrative
Expense - General and administrative expenses for the year ended June 30, 2024 were $2,828,147 compared to $3,293,758 for the year
ended June 30, 2023. Such decrease was primarily due to the reduction in the expense recorded for the fair value of incentive shares of
common stock earned by our executive officers under their current employment contracts.

 Research and Development
Expense - Research and development expenses for the year ended June 30, 2024 were $19,154 compared to $29,936 for the year ended June
30, 2023. Such fluctuation was due to a modest decrease in the level of our product development efforts.

 Other Income and Expense
- Interest income for the year ended June 30, 2024 was $33,644 compared to zero for the year ended June 30, 2023. This increase was due
to rising money market rates which have enabled the Company to earn interest on its investable cash in the year ended June 30, 2024. Interest
expense for the year ended June 30, 2024 was zero compared to $4,134 for the year ended June 30, 2023, reflecting the conversion of our
2018 and 2021 convertible notes in conjunction with the closing of our public equity offering in August 2022.

 Net Loss - Net loss
for the year ended June 30, 2024 was $2,303,310 compared to $2,639,833 for the year ended June 30, 2023, representing the aggregate of
the various revenue and expense categories indicated above. We have not recognized any income tax benefit for these net losses due to
the uncertainty of our ultimate realization.

 Liquidity and Capital Resources

 Operating activities.
Net cash used in operating activities in the year ended June 30, 2024 was $1,016,362, compared to $2,108,001 in the year ended June 30,
2023, reflecting a significant decrease in net working capital requirements in the current fiscal year period.

 Financing activities.
Net cash provided by financing activities in the year ended June 30, 2024 was zero compared to $3,780,405 in the year ended June 30, 2023.
As further discussed below, our net cash provided by financing activities in the year ended June 30, 2023 was entirely attributable to
the successful completion of an underwritten public offering of our equity securities in early August 2022.

 We completed an underwritten
public offering of our equity securities in the form of Units in early August 2022. Each Unit consisted of one share of common stock and
one warrant to purchase one share of common stock at an exercise price of $4.00 per share. We sold a total of 1,121,250 Units in the offering
at an offering price to the public of $4.00 per Unit. The gross proceeds of the offering, including the underwriters' exercise of
the overallotment option, were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs, were
approximately $3,780,000.

 In conjunction with the public
offering, all holders of our 2018 convertible notes in the total amount of $59,251, including accrued interest, converted their debt into
a total of 9,404,867 shares of common stock at the stated conversion rate, and all holders of our 2021 convertible notes in the total
amount of $1,068,000 converted their debt into a total of 267,000 shares of common stock at the stated conversion rate. As a result of
the simultaneous conversion of both sets of convertible notes, we fully eliminated our convertible debt.

 As of June 30, 2024, we had
a cash balance of approximately $1.0 million and net working capital of approximately $4.6 million. Currently, we are not generating a
break-even level of net operating cash flow from our net sales. However, we anticipate that demand for our products will ultimately increase
over time and that we will have sufficient cash to operate for at least the next 12 months.

 Assembly Inventory Purchase

 In April 2023, we closed the
bulk purchase of raw materials inventory from our contract manufacturer by making a cash payment to that company in the net amount of
approximately $1.3 million. This transaction was completed pursuant to an amendment of our Master Supply Agreement with our contract manufacturer.
In addition to the purchase of the raw materials inventory from our contract manufacturer, this amendment provided for the eventual assumption
by us of full responsibility from our contract manufacturer for the manufacturing of our proprietary Energy Storage Systems ("ESS")
units. Pursuant to the amendment, we assumed such responsibility for the manufacturing process surrounding our ESS units from our contract
manufacturer on June 1, 2023. In conjunction with assuming this responsibility, we hired the employees of our contract manufacturer who
previously performed contract manufacturing services for us.

 We plan to hire additional
"assemblers" as necessary. All of our manufacturing certifications are listed under NeoVolta. The amended agreement in April
2023 had no effect on our present Sublease Agreement with our contract manufacturer, pertaining to our existing manufacturing location
in Poway, CA (see "Item 2 – Properties").

 Other Developments

 We continue to monitor current
international developments occurring in Ukraine and Israel. However, we do not believe that they will have a significant impact on either
the domestic markets for our products or the international supply chains for our product components, which are largely sourced from Asia.

 Off-Balance Sheet Arrangements

 We have no obligations, assets
or liabilities which would be considered off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

 Critical Accounting Policies

 The financial statements have
been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these 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 at the date of the financial statements, as well as the reported expenses incurred during the reporting
periods. Our estimates are based on our limited historical experience and on various other factors that we believe are reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 We believe that certain accounting
policies, particularly those related to the recognition of revenues arising from the sales of our ESS products to customers of our business,
affect our more significant judgments and estimates used in the preparation of our financial statements. With regard to revenue recognition,
the Company recognizes revenue in accordance with Accounting Standard Update ("ASU") 2014-09, Revenue from Contracts with Customers
(Topic 606), which was adopted on July 1, 2019 using the modified retrospective method, with no impact to the Company's comparative
financial statements. Revenues are recognized when control of the promised goods is transferred to the customer in an amount that reflects
the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based
on the following five step model:

 Identification of the contact with a customer

 Identification of the performance obligations
in the contract

 Determination of the transaction price

 Allocation of the transaction price to the performance
obligations in the contract

 Recognition of revenue when, or as, the Company
satisfies a performance obligation

 See "Note 1. Business
and Summary of Significant Accounting Policies" of the notes to our financial statements for the fiscal year ended June 30, 2024,
set forth below under, "Index to Financial Statements", for a further description of our critical accounting policies and
estimates.

 Emerging Growth Company and Smaller Reporting
Company Status

 We are an emerging growth
company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards
issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this
extended transition period for complying with new or revised accounting standards that have different effective dates for public and private
companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt
out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies
that comply with the new or revised accounting pronouncements as of public company effective dates. We are using the extended transition
period for any other new or revised accounting standards during the period in which we remain an emerging growth company.

 We will remain an emerging
growth company until the earliest of (i) the last day of our first fiscal year (a) following the fifth anniversary of the completion of
our August 2022 offering, (b) in which we have total annual gross revenues of at least $1.235 billion or (c) in which we are deemed to
be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as
of the prior June 30th and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the
prior three-year period.

 We are also a "smaller
reporting company," meaning that the market value of our stock held by non-affiliates is less than $700.0 million and our annual
revenue is less than $100.0 million during the most recently completed fiscal year. We may continue to be a smaller reporting company
if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than
$100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0
million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions
from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we
may choose to present only the two most recent fiscal years of audited financial statements in our Annual Reports on Form 10-K and, similar
to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS

 We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information required under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 NeoVolta Inc.

 Index to Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID# 206)

 Balance Sheets as of June 30, 2024 and 2023

 Statements of Operations for the years ended June 30, 2024 and 2023

 Statements of Stockholders' Equity for the years ended June 30, 2024 and 2023

 Statements of Cash Flows for the years ended June 30, 2024 and 2023

 Notes to the Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders
and Board of Directors of

 NeoVolta,
Inc.

 Opinion
on the Financial Statements

 We have
audited the accompanying balance sheets of NeoVolta, Inc. (the "Company") as of June 30, 2024 and 2023, and the related statements
of operations, stockholders' equity, and cash flows for the years then ended, 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 June 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States of America.

 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 audit 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.

 /s/ MaloneBailey,
LLP

 www.malonebailey.com

 We have
served as the Company's auditor since 2018.

 Houston,
Texas

 September
27, 2024

 Balance Sheets

 June 30,

 June 30,

 2024

 2023

 Assets

 Current assets:

 Cash and cash equivalents

 $
 986,427

 $
 2,002,789

 Accounts receivable, net

 1,805,980

 1,826,385

 Inventory, net

 1,787,308

 2,580,571

 Prepaid insurance and other current assets

 76,815

 96,119

 Total current assets

 4,656,530

 6,505,864

 Total assets

 $
 4,656,530

 $
 6,505,864

 Liabilities and Stockholders' Equity

 Current liabilities:

 Accounts payable

 $
 5,316

 $
 –

 Accrued liabilities

 55,784

 39,491

 Total current liabilities

 61,100

 39,491

 Commitments and contingencies (Note 4)

 Stockholders' equity:

 Common stock, $ 0.001 par value, 100,000,000 shares authorized, 33,236,091 shares and 33,155,127 shares issued and outstanding, respectively

 33,236

 33,155

 Additional paid-in capital

 25,304,732

 24,872,446

 Accumulated deficit

 ( 20,742,538
)

 ( 18,439,228
)

 Total stockholders' equity

 4,595,430

 6,466,373

 Total liabilities and stockholders' equity

 $
 4,656,530

 $
 6,505,864

 See Accompanying Notes to Financial Statements.

 Statements of Operations

 Year Ended June 30,

 2024

 2023

 Revenues from contracts with customers

 $
 2,645,072

 $
 3,455,813

 Cost of goods sold

 2,134,725

 2,767,818

 Gross profit

 510,347

 687,995

 Operating expenses:

 General and administrative

 2,828,147

 3,293,758

 Research and development

 19,154

 29,936

 Total operating expenses

 2,847,301

 3,323,694

 Loss from operations

 ( 2,336,954
)

 ( 2,635,699
)

 Other income (expense):

 Interest income

 33,644

 –

 Interest expense

 –

 ( 4,134
)

 Total other income (expense)

 33,644

 ( 4,134
)

 Net loss

 $
 ( 2,303,310
)

 $
 ( 2,639,833
)

 Weighted average shares outstanding - basic and diluted

 33,213,306

 32,025,620

 Net loss per share - basic and diluted

 $
 ( 0.07
)

 $
 ( 0.08
)

 See Accompanying Notes to Financial Statements.

 Statements of Stockholders' Equity

 Years Ended June 30, 2024 and 2023

 Additional

 Total

 Common Stock

 Paid-in

 Accumulated

 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance at June 30, 2022

 21,977,251

 $
 21,978

 $
 18,394,641

 $
 ( 15,799,395
)

 $
 2,617,224

 Issuance of common stock in underwritten public offering

 1,121,250

 1,121

 3,779,284

 –

 3,780,405

 Issuance of common stock for conversion of debt and accrued interest

 9,671,867

 9,672

 1,169,614

 –

 1,179,286

 Stock compensation expense

 384,759

 1,528,907

 –

 1,529,291

 Net loss

 –

 –

 –

 ( 2,639,833
)

 ( 2,639,833
)

 Balance at June 30, 2023

 33,155,127

 33,155

 24,872,446

 ( 18,439,228
)

 6,466,373

 Stock compensation expense

 80,964

 432,286

 –

 432,367

 Net loss

 –

 –

 –

 ( 2,303,310
)

 ( 2,303,310
)

 Balance at June 30, 2024

 33,236,091

 $
 33,236

 $
 25,304,732

 $
 ( 20,742,538
)

 $
 4,595,430

 See Accompanying Notes to Financial Statements.

 Statements of Cash Flows

 Year Ended June 30,

 2024

 2023

 Cash flows from operating activities:

 Net loss

 $
 ( 2,303,310
)

 $
 ( 2,639,833
)

 Adjustments to reconcile net loss to net cash used in operations:

 Stock compensation expense

 432,367

 1,529,291

 Provision for expected credit losses/bad debt expense

 540,000

 490,000

 Reserve for obsolete inventory

 90,000

 –

 Changes in current assets and liabilities

 Accounts receivable

 ( 519,595
)

 ( 998,647
)

 Inventory

 703,263

 ( 342,363
)

 Prepaid expenses and other current assets

 19,304

 142,882

 Accounts payable

 5,316

 ( 205,600
)

 Accrued expenses

 16,293

 ( 83,731
)

 Net cash flows used in operating activities

 ( 1,016,362
)

 ( 2,108,001
)

 Cash flows from financing activities:

 Underwritten public offering of common stock

 –

 3,780,405

 Net cash flows from financing activities

 –

 3,780,405

 Net increase (decrease) in cash and cash equivalents

 ( 1,016,362
)

 1,672,404

 Cash and cash equivalents at beginning of period

 2,002,789

 330,385

 Cash and cash equivalents at end of period

 $
 986,427

 $
 2,002,789

 Supplemental disclosures of cash flow information:

 Cash paid for interest

 $
 –

 $
 –

 Cash paid for income taxes

 –

 –

 Supplemental non-cash financing activities:

 Convertible notes payable and accrued interest converted to common stock

 $
 –

 $
 1,179,286

 See Accompanying Notes to Financial Statements.

 Notes to Financial Statements

 June 30, 2024

 (1)
 Business and Summary of Significant Accounting Policies

 Description of Business
– NeoVolta Inc. ("we", "our" or the "Company") is a Nevada corporation, which was formed on March
5, 2018. The Company is a designer, seller and manufacturer of Energy Storage Systems (ESS) which can store and use energy via batteries
and an inverter at residential sites. The Company sells its proprietary ESS units through wholesale customers, primarily in California,
and in an expanding number of other states. In August 2022, the Company completed an underwritten public offering of its equity securities
resulting in its common stock and warrants becoming listed on a national exchange (see Note 2).

 Basis of Presentation
– The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP") and in accordance with the rules and regulations of the United States
Securities and Exchange Commission (the "SEC").

 Cash and Cash Equivalents
– The Company considers all highly liquid accounts with original maturities of three months or less at the date of acquisition to
be cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured
limit of $250,000. At June 30, 2024, the Company maintained all of its accounts at one bank and the combined balances of all accounts
at this bank was in excess of the FDIC insurance limit by $ 736,427.

 Inventory
 – Inventory consists of batteries and inverters purchased from Asian suppliers and delivered to a location near the
Company's offices, for assembly into ESS units. Additionally, we closed a bulk purchase of raw materials consisting of assembly
parts from our former contract manufacturer in April 2023, for a gross amount of $ 1.4
million. Inventory is stated at the lower of cost or net realizable value, cost being determined using the first-in, first out
(FIFO) method. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value
of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current
stock levels. Inventory write-downs are charged to cost of goods sold. The following table presents the components of inventory (net
of reserve for obsolescence on assembly parts of $ 90,000 and zero, respectively) as of June 30, 2024 and 2023:

 Schedule of inventory

 June 30,

 2024

 2023

 Raw materials, consisting of assembly parts, batteries and inverters

 $
 1,076,479

 $
 2,353,055

 Work-in-process

 89,386

 –

 Finished goods

 621,443

 227,516

 Total

 $
 1,787,308

 $
 2,580,571

 Revenue
 Recognition – The Company recognizes revenue in accordance with Accounting Standard Update ("ASU") 2014-09,
 Revenue from Contracts with Customers (Topic 606). Revenues are recognized when control of the promised goods is transferred to the
 customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods
 or services. Revenue is recognized based on the following five step model:

 Identification of the contact with a customer

 Identification of the performance obligations
in the contract

 Determination of the transaction price

 Allocation of the transaction price to the performance
obligations in the contract

 Recognition of revenue when, or as, the Company
satisfies a performance obligation

 The Company generates revenues
from contracts with customers, consisting of a relatively small number of wholesale dealers and installers, primarily in California. In
the year ended June 30, 2024, two such dealers represented approximately 20 % and 14 % of the Company's revenues, however, no other
dealers accounted for more than 10% of the revenues in such period. Those same two dealers plus one other one represented an aggregate
of approximately 22 %, 18 % and 14 % of the Company's gross accounts receivable as of June 30, 2024, however, no other dealers accounted
for more than 10% of the accounts receivable as of June 30, 2024. In the year ended June 30, 2023, three such dealers represented approximately
 25 %, 15 % and 13 % of the Company's revenues. Under its present contracts with customers, the Company's sole performance obligation
is the delivery of products to the customer. Since all of the Company's revenue is currently generated from the sales of similar
products delivered to customers in domestic locations, no further disaggregation of revenue information for the years ended June 30, 2024
and 2023 is provided.

 Allowance for Expected
Credit Losses – The Company recognizes an allowance for expected credit losses whenever a loss is expected to be incurred
in the realization of a customer's account. As of June 30, 2024 and 2023, our allowance for expected credit losses was $ 1,030,000
and $ 490,000, respectively.

 Income Taxes –
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities
are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess
the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than
not that some portion or all of a deferred tax asset will not be realized.

 The Company accounts for uncertain
tax positions in accordance with the provisions of Accounting Standards Codification ("ASC") 740-10 which prescribes a recognition
threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return.
The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be
sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates.

 Stock Compensation Expense
– Employee and non-employee share-based payment compensation is measured at the grant date, based on the fair value of the award,
and is recognized as an expense over the requisite service period.

 Loss Per Common Share
– Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of
common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares
outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the
weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
As of June 30, 2024, the Company had total outstanding common stock equivalents of 2,577,931 shares as follows: (i) 1,348,181 shares related
to restricted stock units granted to an officer and another employee in April 2024; (ii) 1,121,250 shares related to warrants issued to
investors in the public offering completed in August 2022; (iii) 58,500 shares related to warrants issued to the underwriters in that
same offering; and (iv) 50,000 shares related to restricted stock units granted to an officer in March 2022 (see Note 2).

 Research and Development
Costs – Research and development costs are expensed as incurred.

 Use of Estimates –
Management has made a number of estimates and assumptions in preparing these financial statements in conformity with accounting principles
generally accepted in the United States of America. Actual results could differ from those estimates.

 Related Parties - The
Company accounts for related party transactions in accordance with ASC 850 ("Related Party Disclosures"). A party is considered
to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or
is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the
immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party
controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating
policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence
the other to an extent that it might be prevented from fully pursuing its own separate interests is also a related party.

 Fair Value Measurements
and Financial Instruments - ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant
assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions
about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The
fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair
value hierarchy are described below:

 Level 1 - Unadjusted quoted
prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 Level 2 - Inputs other than
quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted
prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that
are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that
are derived principally from or corroborated by observable market data by correlation or other means.

 Level 3 - Inputs that
are both significant to the fair value measurement and unobservable. The carrying value of certain on-balance-sheet financial
instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include
cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. The carrying value of long-term debt
approximates fair value since the related rate of interest approximates current market rates.

 At June 30, 2024 and 2023,
the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company's balance sheets
on a recurring basis.

 Recent Accounting Pronouncements
– From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, ("FASB"),
or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently
issued and prospective standards that are not yet effective will not have a material impact on the Company's financial position
or results of operations upon adoption. The Company has considered all other recently issued accounting pronouncements, including the
newly effective accounting standard pertaining to "current expected credit losses," and does not believe the adoption of such
pronouncements will have a material impact on its financial statements. Effective July 1, 2023, the Company adopted the provisions of
ASC 326 ( Financial Instruments – Credit Losses) pertaining to "current expected credit losses," which had no
material impact on the Company's financial statements.

 Liquidity
 – These financial statements have been prepared on a going concern basis, which assumes the Company will continue to
realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern
has been dependent upon our ability to obtain necessary debt and equity financing to continue operations and the attainment of profitable
operations. The Company has a history of recurring losses from operations and negative cash flows from operations which has raised substantial
doubt as to the Company's ability to continue as a going concern.

 Despite our history of recurring
operating losses and negative cash flows, we believe that based on our current business plan, which includes increased generation
of revenues and raising funds through debt financing, the above referenced substantial doubt has been alleviated. As disclosed in Note 6, we recently entered into an agreement with a financing
entity whereby we have obtained a line of credit for borrowings of up to $5,000,000, in order to meet any near-term borrowing needs. As
a result, we believe that we will have sufficient financial resources available to us in order to operate our business for
at least the next 12 months from the date these financial statements are issued.

 (2)
 Equity

 Common Stock –
In August 2022, the Company completed an underwritten public offering of its equity securities in the form of Units with each Unit consisting
of one share of common stock and one warrant (each, a "Warrant" and collectively, the "Warrants") to purchase
one share of common stock at an exercise price of $4.00 per share. The shares of common stock and the Warrants comprising the Units were
immediately separated at closing of the offering and each is now independently listed on the NASDAQ Capital Market. Each Warrant became
exercisable on the date of issuance and will expire five years from the date of issuance.

 In the underwritten public
offering, a total of 1,121,250 Units, including exercise of the underwriter's overallotment option, were sold at an offering price
to the public of $4.00 per Unit. The gross proceeds of the offering were $ 4,485,000 and the net proceeds, after deduction of underwriting
discounts and other offering costs were approximately $ 3,780,000. The Company also granted the underwriter non-tradeable warrants to purchase
a total of 58,500 shares of common stock at an exercise price of $4.40 per share for a period of five years.

 In conjunction with the public
offering, all holders of the Company's 2018 convertible notes in the total amount of $ 59,251, including accrued interest, converted
their debt into a total of 9,404,867 shares of common stock at the stated conversion rate, and all holders of the Company's 2021
convertible notes in the total amount of $1,068,000 converted their debt into a total of 267,000 shares of common stock at the stated
conversion rate.

 Warrants – The
Warrants for a total of 1,179,750 shares of common stock issued to investors and the underwriters are exercisable at any time after their
original issuance and at any time up to the date that is five years after their original issuance, or August 1, 2027. The Warrants may
be exercised upon payment of the exercise price in cash on or prior to the expiration date. Under the terms of the Warrant Agreement,
we must use our best efforts to maintain the effectiveness of the registration statement and current prospectus relating to common stock
issuable upon exercise of the Warrants until the expiration of the Warrants. If we fail to maintain the effectiveness of the registration
statement and current prospectus relating to the common stock issuable upon exercise of the Warrants, the holders of the Warrants shall
have the right to exercise the Warrants solely via a cashless exercise feature provided for in the Warrants, until such time as there
is an effective registration statement and current prospectus. In June 2024, the Company filed an updated registration statement applicable
to the exercise of the Warrants.

 The following table presents
activity with respect to the Company's warrants for the years ended June 30, 2024 and 2023:

 Schedule of warrant activity

 Number

 Wtd. Avg.

 Wtd. Avg.

 Aggregate

 of

 Exercise

 Remaining

 Intrinsic

 Shares

 Price

 Term (Yrs.)

 Value

 Outstanding at July 1, 2022

 –

 $
 –

 $
 –

 Warrants issued to Public Investors

 1,121,250

 4.00

 Warrants issued to Underwriters

 58,500

 4.40

 Outstanding at June 30, 2023

 1,179,750

 4.02

 4.1

 –

 Warrants issued

 –

 –

 Warrants exercised/forfeited

 –

 –

 Outstanding at June 30, 2024

 1,179,750

 $
 4.02

 3.1

 $
 –

 Exercisable at June 30, 2024

 1,179,750

 $
 4.02

 3.1

 $
 –

 These warrants were issued
in conjunction with an underwritten public equity offering, therefore, there was no employee or non-employee compensation expense recognized.

 Stock Compensation Expense
– In April 2024, we entered into an employment agreement with a new Chief Executive Officer ("CEO"), providing for an
initial term extending through June 30, 2027, which will be automatically renewed for additional one-year terms unless either party chooses
not to renew it. Pursuant to the agreement, our new CEO received an initial equity grant equal to 1,280,000 restricted stock units ("RSU's"),
with a grant date value of $2,854,000, which will vest over a four-year period,
subject to his continued employment with the Company, and will be entitled to earn additional RSU's on each anniversary in
the form of three annual performance-based equity grants, beginning in the
year ending June 30, 2025, with a target value of up to $660,000 each.

 In February 2022, we entered
into a new employment agreement with our then CEO, effective April 1, 2022. As noted above, we engaged a new CEO effective April 29, 2024,
replacing our former CEO who remains as Chairman of the Board and chief technology officer. Pursuant to the agreement, we issued our former
CEO an RSU award for up to 150,000 shares of our common stock upon achieving the following milestones (which achievements shall be determined
by the Board): (i) Milestone 1 - Successfully complete an uplisting of our common stock in 2022 and continue his employment with our company
until January 1, 2023: 50,000 shares; and (ii) Milestone 2 - Produce 2,000 ESSs in 2022 and continue his employment with our company until
January 1, 2023: 100,000 shares. As of December 31, 2023, Milestone 1 had been achieved, however, Milestone 2 had not been achieved and
was no longer achievable. The underlying 50,000 shares of common stock earned under Milestone 1 were issued to our former CEO as of January
1, 2023.

 In February 2022, we entered
into a new employment agreement with our Chief Financial Officer ("CFO"), effective March 1, 2022. Pursuant to the agreement,
we issued our CFO an RSU award for up to 300,000 shares of our common stock upon achieving the following milestones (which achievements
shall be determined by the Board): (i) Milestone 1 - Successfully complete an uplisting of our common stock in 2022 and continue his employment
with our company until January 1, 2023: 250,000 shares; and (ii) Milestone 2 - successfully complete and file the Company's Form
10-K for the year ended June 30, 2023 no later than September 29, 2023 and continue his employment with our company until January 1, 2024:
50,000 shares. Milestone 1 was achieved as of January 1, 2023, and the underlying 250,000 shares of common stock earned under Milestone
1 were issued to our CFO as of that date. Milestone 2 was achieved as of January 1, 2024, and the underlying 50,000 shares of common stock
earned under Milestone 2 are expected to be issued to our CFO at a later date.

 Based upon our assessment
of the probability of our three executive officers noted above, plus a non-executive recipient of another RSU award issued in June 2024,
ultimately achieving any applicable milestones specified under the RSU awards indicated above, we have calculated the grant date value
of such awards and are amortizing it as stock compensation expense over the underlying performance periods. We have recognized stock compensation
expense applicable to such RSU awards in the years ended June 30, 2024 and 2023 in the amounts of $ 214,992 and $ 1,241,563, respectively.

 In conjunction with our public
offering in August 2022, we appointed two new independent directors and adopted a new compensation plan for all independent directors
based on an annual compensation amount of $65,000 to be paid quarterly with not less than 70% of such amount paid in shares of our common
stock, calculated based on the share price at the end of such prior fiscal quarter, and up to 30% paid in cash, with such final amounts
to be determined by each director. As of June 30, 2024, we booked an annual accrual of $ 195,000 of compensation expense (of which $175,500
will be settled through the issuance of shares) for our three independent directors under this plan.

 In the year ended June 30,
2024, we recognized total non-cash stock compensation expense of $ 432,367 as follows: (i) $ 214,992 for the amortized value of the RSUs
granted to our three executive officers and a non-executive recipient, as previously described; (ii) $ 175,500 for the amortized value
of the portion of the new compensation plan for our independent directors that is attributable to stock; (iii) $ 29,450 for the net amortized
value of the shares granted to various advisors under their annual service contracts; and (iv) $ 12,425 for the fair value of incentive
shares earned by a wholesale dealer as of December 31, 2023 (see Note 4). There was a total of 80,964 shares of common stock that were
issued to our independent directors in the year ended June 30, 2024, which were previously expensed in the year ended June 30, 2023.

 In the year ended June 30,
2023, we recognized total non-cash stock compensation expense of $ 1,529,291 as follows: (i) $ 1,241,563 for the amortized value of the
RSUs granted to our two executive officers, as previously described; (ii) $ 175,500 for the amortized value of the portion of the new compensation
plan for our independent directors that is attributable to stock; (iii) $ 85,000 for the net amortized value of the shares granted to various
advisors under their annual service contracts; and (iv) $ 27,228 for the fair value of incentive shares earned by two wholesale dealers
as of December 31, 2022 (see Note 4). There was a total of 384,759 shares of common stock that were issued to various grantees, including
our two executive officers, in the year ended June 30, 2023, of which 75,000 shares were previously expensed in the year ended June 30,
2022.

 Other Matters –
In February 2019, the Company's Board of Directors approved the establishment of a new 2019 Stock Option Plan with an authorization
for the issuance of up to 2,500,000 shares of common stock. The Plan is designed to provide for future discretionary grants of stock options,
stock awards and stock unit awards to key employees and non-employee directors. As of June 30, 2024, we have made total awards of 1,893,779
shares under the Plan as follows: (i) 1,798,181 shares for the RSUs granted to our three executive officers and a non-executive recipient,
as noted above; (ii) 54,964 shares for the initial services of our three independent directors in the year ended June 30, 2023, pursuant
to the new compensation plan adopted in August 2022 for independent directors; and (iii) 40,634 shares granted to several wholesale dealers
under an incentive sales program.

 (3)
 Income Taxes

 The Company is subject to
United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the federal
statutory rate, compared to the Company's income tax expense as reported, is as follows (rounded to nearest $00):

 Schedule of income tax expense

 Year Ended June 30,

 2024

 2023

 Income tax benefit computed at statutory rate

 $
 279,400

 $
 130,300

 Change in valuation allowance

 ( 279,400
)

 ( 130,300
)

 Provision for income taxes

 $
 –

 $
 –

 Significant components of
the Company's deferred tax assets at the currently enacted corporate income tax rate are as follows (rounded to nearest $00):

 Schedule of deferred taxes

 June 30, 2024

 June 30, 2023

 Deferred income tax assets:

 Net operating losses

 $
 824,300

 $
 544,900

 Valuation allowance

 ( 824,300
)

 ( 544,900
)

 Net deferred income tax assets

 $
 –

 $
 –

 The Company has a cumulative
tax operating loss carry forward as of June 30, 2024 of approximately $ 3,915,000, with an indefinite expiration period.

 (4)
 Commitments and Contingencies

 Effective January 1, 2021,
we secured new corporate and manufacturing office space under a sublease agreement with a company that served as our contract manufacturer
at that time. Under the terms of the sublease agreement, we were required to make rental payments of $10,350 per month during the initial
one-year term of the agreement. Further, under the terms of the sublease agreement, we were granted the right to renew the sublease for
additional terms of 12 months each upon mutual agreement of both parties, provided thirty days' notice is given for each subsequent
term, at a modest increase in the monthly rent, through February 28, 2025. However, we were under no obligation to renew it. At inception
of the sublease, management determined that exercise of the renewal option was not reasonably certain and, notwithstanding that the Company
elected to renew the agreement for additional one year periods as of January 1, 2022, 2023 and 2024, continues to believe that is the
case. Accordingly, we have accounted for it as a short-term lease under ASC 842, Leases. Under an amendment to our supply agreement
with our former contract manufacturer in April 2023, we took over direct responsibility for the manufacturing process surrounding our
ESS units on June 1, 2023, however, that amendment had no effect on the sublease agreement with our former contract manufacturer (see
Note 5).

 As indicated in Note 1, the
Company sells its proprietary ESS units through wholesale dealers, primarily in California. In that regard, the Company has entered into
agreements with several wholesale dealers operating in California and other states under which the Company has incentivized the dealers
to achieve quarterly sales above targeted levels by agreeing to grant them shares of the Company's common stock for exceeding such
quarterly sales targets, subject to defined maximums, as determined annually on a calendar year basis.

 We are dependent on our two
main component vendors for our suppliers of batteries, inverters and other raw materials and the inability of these single-source suppliers
to deliver necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us,
or our inability to efficiently manage these components, could have a material adverse effect on our financial condition and operating
results.

 From time to time in the ordinary
course of our business, the Company may be involved in legal proceedings, the outcomes of which may not be determinable. The Company is
not involved in any legal proceedings at this time. The results of litigation are inherently unpredictable. Any claims against us, whether
meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in
diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal
matters for which losses are not probable and estimable.

 (5)
 Related Party Transactions

 In conjunction with our underwritten
public offering completed in August 2022, we appointed the former owner of our contract manufacturer to become a director of the Company.
At the time of his appointment, the former owner of our contract manufacturer still had significant related party influence over its operations
in his capacity with the contract manufacturer's new parent company. However, we amended our agreement with our contract manufacturer,
effective April 1, 2023, resulting in our taking over direct responsibility for our manufacturing operations from that company, thus eliminating
the related party relationship. Prior to the termination of such relationship, we made contractual payments to that company to assemble
our energy storage systems during the period from July 1, 2022 to March 31, 2023 in the total amount of $ 669,424. Additionally, we made
contractual payments to that company for rental of our office space during the period from July 1, 2022 to March 31, 2023 in the total
amount of $ 95,250 (see Note 4).

 (6)
 Subsequent Events

 In July 2024, we issued a
total of 9,776 shares of our common stock, consisting of 7,776 shares issued to a wholesale dealer under our incentive sales program and
2,000 shares issued to a non-employee adviser.

 In September 2024, we entered
into an agreement with a newly formed financing entity whereby we obtained a line of credit for borrowings of up to $5,000,000. Under
this agreement, we will be required to make monthly payments to the lender of accrued interest, at the rate of 16% per annum, on any outstanding
borrowings that we make, with the principal and any unpaid accrued interest being due at maturity in September 2026. In order to secure
such borrowings, we have granted a security interest in all of our assets to the lender. As a condition of receiving this line of credit
from the lender, we have agreed not to issue any securities pursuant to the Company's Form S-3 (file number 333-280400), without
the lender's consent, so long as any borrowings remain outstanding.

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures.

 Our management, including
our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer,
has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act), as of June 30, 2024, the end of the period covered by this Report. Based on this evaluation, our Chief
Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of June
30, 2024, largely due to our relatively small number of employees rendering a full segregation of various disclosure control duties impractical.

 Inherent Limitations over Controls

 Management does not expect
that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all
fraud. 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. Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any
system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

.

 Management's Report on Internal Control Over
Financial Reporting

 Our principal executive officer
and our principal accounting and financial officer, are responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management conducted an assessment of the effectiveness of our
internal control over financial reporting as of June 30, 2024. In making this assessment, management used the criteria described in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management
concluded that our internal controls over financial reporting were not effective as of June 30, 2024 largely due to our relatively
small number of employees rendering a full segregation of various accounting control and financial reporting duties, which
includes multiple levels of review, impractical.

 Our independent registered
public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting
for as long as we are an "emerging growth company" or a "non-accelerated filer."

 Changes in Internal Controls

 There were no changes in the
Company's internal controls over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected,
or is reasonably likely to materially affect, our internal controls over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 To our knowledge,
 no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, during the three months
ended June 30, 2024.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

 Our Board of Directors has
adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website
(www.neovolta.com) under "Governance" within the "Investors" section. We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of this Code by posting such information on the website
address and location specified above.

 ITEM 11. EXECUTIVE COMPENSATION

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

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

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

 Securities Authorized for Issuance under Equity Compensation Plans

 The following table sets forth
information regarding our equity compensation plans at June 30, 2024:

 Plan category

 Number of

 securities to be
 issued upon
 exercise of
 outstanding
 options,
 warrants and
 rights
 (a)

 Weighted-
 average exercise
 price of

 outstanding
 options,
 warrants and
 rights
 (b)

 Number of
 securities (by

class)
 remaining
 available for future
 issuance under
 equity compensation
 plans (excluding
 securities reflected
 in column (a))
 (c)

 Equity compensation plans approved by security holders (1)

 2,500,000

 $
 5.99

 606,221

 Equity compensation plans not approved by security holders (2)

 58,500

 $
 4.40

 58,500

 (1)

 Represents shares of common stock issuable upon exercise of outstanding restricted stock units under our 2019 Stock Plan.

 (2)

 Consists of warrants issued to underwriters.

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

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS

 (a)
 Documents filed as part of this Report

 1.
 All Financial Statements

 The financial statements and
notes are included herein under " Part II-Item 8. Financial Statements and Supplementary Data ".

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm

 Balance Sheets as of June 30, 2024 and 2023

 Statements of Operations for the years ended June 30, 2024 and 2023

 Statements of Stockholders' Equity for the years ended June 30, 2024 and 2023

 Statements of Cash Flows for the years ended June 30, 2024 and 2023

 Notes to the Financial Statements

 2.
 Financial Statement Schedules

 All schedules are omitted
because they are inapplicable or not required or the required information is shown in the financial statements or notes thereto.

 3.
 Exhibits required by Item 601 of Regulation S-K

 Exhibit No.

 Exhibit Description

 3.1

 Amended and Restated Articles of Incorporation of NeoVolta, Inc. (incorporated by reference to exhibit 2.1 of the Company's Form 1-A (file no. 024-10942)).

 3.2

 Second Amended and Restated Bylaws of NeoVolta, Inc. (incorporated by reference to exhibit 3.3 of the Company's Form S-1 (file no. 333-264275)).

 4.1

 Form of Common Stock Purchase Warrant issued in July 2022 offering (incorporated by reference to exhibit 4.3 of the Company's Form S-1 (file no. 333-264275)).

 4.2

 Form of Warrant Agent Agreement dated July 27, 2022 (incorporated by reference to exhibit 4.4 of the Company's Form S-1 (file no. 333-264275)).

 4.3

 Form of Underwriter's Warrant issued in July 2022 offering (incorporated by reference to exhibit 4.5 of the Company's Form S-1 (file no. 333-264275)).

 4.4

 Description of the Company's Securities (incorporated by reference to exhibit 4.6 to the Company's Form 10-K filed September 27, 2022).

 10.1

 NeoVolta, Inc. 2019 Stock Plan (incorporated by reference to exhibit 6.4 of the Company's Form 1-A (file no. 024-10942))

 10.2+

 Employment Agreement between NeoVolta, Inc. and Brent Willson dated February 23, 2022 (incorporated by reference to exhibit 6.5 of the Company's Form 1-SA for the fiscal semi-annual period ended December 31, 2021, filed on March 28, 2022)

 10.3+

 Employment Agreement between NeoVolta, Inc. and Steve Bond dated February 23, 2022 (incorporated by reference to exhibit 6.6 of the Company's Form 1-SA for the fiscal semi-annual period ended December 31, 2021, filed on March 28, 2022)

 10.4**++

 Distribution Agreement, dated as of October 7, 2019, between NeoVolta, Inc. and PMP Energy, LLC (incorporated by reference to exhibit 10.7 of the Company's Form S-1 (file no. 333-264275)).

 10.5**++

 Exclusive Supply Agreement, effective as of August 30, 2021, by and between NeoVolta, Inc. and NingBo Deye Inverter Technology Co, Ltd. (incorporated by reference to exhibit 10.8 of the Company's Form S-1 (file no. 333-264275)).

 10.6**

 Consent to Sublease dated August 16, 2021 between NeoVolta, Inc. and ConnectPV, Inc. (incorporated by reference to exhibit 10.9 of the Company's Form S-1 (file no. 333-264275)).

 10.7+

 Independent Director Agreement, dated April 11, 2022, by and between NeoVolta, Inc. and Susan Snow (incorporated by reference to exhibit 10.10 of the Company's Form S-1 (file no. 333-264275)).

 10.8+

 Independent Director Agreement, dated April 7, 2022, by and between NeoVolta, Inc. and John Hass (incorporated by reference to exhibit 10.11 of the Company's Form S-1 (file no. 333-264275))..

 10.9+

 Independent Director Agreement, dated July 1, 2022, by and between NeoVolta, Inc. and James Amos (incorporated by reference to exhibit 10.12 to the Company's Form 10-K filed September 27, 2022).

 10.10+

 Form of Amendment to Independent Director Agreement, dated November 4, 2022, by and between NeoVolta, Inc. and each of James Amos, John Hass and Susan Snow (incorporated by reference to exhibit 10.13 to the Company's Form 10-Q filed November 10, 2022)

 10.11+

 Employment Agreement between NeoVolta, Inc. and Ardes Johnson dated April 19, 2024 (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed April 24, 2024)

 10.12+

 Amendment to Employment Agreement between NeoVolta, Inc. and Brent Willson dated April 22, 2022 (incorporated by reference to exhibit 10.2 to the Company's Form 8-K filed April 24, 2024)

 10.13

 Line of Credit Agreement between NeoVolta, Inc. and National Energy Modelers, Inc., dated September 3, 2024 (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed September 4, 2024)

 19.1*

 Insider Trading Policy

 23.1*

 Consent of MaloneBailey, LLP

 31.1*

 Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 NeoVolta, Inc. Restatement Recoupment Policy

 101.INS *

 101.SCH *

 101.CAL *

 101.DEF *

 101.LAB *

 101.PRE *

 + Management contract or compensatory plan or arrangement.

 * Filed herewith.

 ** Previously filed.

 ++Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated
by the SEC, certain portions of this exhibit have been redacted. The Company hereby agrees to furnish supplementally to the SEC, upon
its request, an unredacted copy of this exhibit.

 ITEM 16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 NEOVOLTA, INC.

 By:

 /s/ Ardes Johnson

 Ardes Johnson

 Chief Executive Officer

 (Principal Executive Officer)

 Date: September 27, 2024

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

 Signature

 Title

 Date

 /s/ Brent Willson

 Chairman, Chief Technology Officer, and

 Brent Willson.

 Director

 /s/ Ardes Johnson___________________

 Chief Executive Officer

 Ardes Johnson.

 (Principal Executive Officer)

 /s/ Steve Bond

 Chief Financial Officer and Director

 Steve Bond.

 (Principal Financial & Accounting Officer)

 /s/ James Amos

 Director

 James Amos

 /s/ Susan Snow

 Director

 Susan Snow

 /s/ John Hass

 Director

 John Hass