SKYX Platforms (SKYX) 10-Q 2018 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

[x]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the quarterly period ended June 30, 2018

SQL TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Florida	46-3645414
(State or other jurisdiction of Incorporation or organization)	(IRS Employer Identification No.)
4400 North Point Parkway, Suite 265, Alpharetta, GA 30022 (Address, including zip code, of principal executive offices) (770) 754-4711 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, no par value per share

Indicate by check mark whether the registrant (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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerate filer	[ ]	Accelerated Filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
Emerging growth company	[X]

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As August 14, 2018, the issuer had 53,564,900 shares of common stock, no par value per share (“Common Stock”), issued and outstanding and 13,456,936 shares of Series A Convertible Preferred Stock, no par value per share (“Series A Preferred Stock”), issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative & Qualitative Disclosures about Market Risks	38
Item 4. Controls and Procedures	38
PART II OTHER INFORMATION
Item 1. Legal Proceedings	39
Item 1A. Risk Factors	39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3. Defaults upon Senior Securities	39
Item 5. Other Information	39
Item 6. Exhibits	40

Unless we have indicated otherwise, or the context otherwise requires, references in this Quarter Report on Form 10-Q to the “Company”, “we”, “us”, and “our” or similar terms are to “SQL Technologies Corp.”

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SQL TECHNOLOGIES CORP. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited) June 30, 2018		(Audited) December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	3,980,158	$	4,877,720
Accounts receivable		1,697,252		1,049,965
Inventory		2,460,161		2,352,573
Prepaid expenses		23,840		61,714
Total current assets		8,161,411		8,341,972
Furniture and equipment, net		159,462		194,872
Patent, net		226,816		204,412
GE trademark license, net		745,665		1,640,466
Other assets		40,934		40,934
Total other assets		1,172,877		2,080,684
Total assets	$	9,334,288	$	10,422,656
Liabilities and Stockholders (Deficit)
Current liabilities:
Accounts payable & accrued expenses	$	1,857,728	$	1,364,446
Notes payable, current portion		4,953,958		70,222
Notes payable, related party		200,000		200,000
GE royalty obligation		10,393,980		10,760,566
Derivative liabilities		20,235,232		19,175,754
Other current liabilities		36,193		42,332
Total current liabilities		37,677,091		31,613,320
Long term liabilities:
Notes payable		—		3,456,732
Total long-term liabilities		—		3,456,732
Total liabilities		37,677,091		35,070,052

1

Commitments and contingent liabilities:
Redeemable preferred stock - subject to redemption: $0 par value; 20,000,000 shares authorized; 13,456,936 shares issued and outstanding at June 30, 2018 and December 31, 2017	45,753,569		45,753,569
Stockholders’ deficit:
Common stock: $0 par value, 500,000,000 shares authorized; 53,564,900 and 53,174,900 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively.		18,751,387		17,581,387
Common stock to be issued		300,000
Additional paid-in capital		80,465,281		80,103,806
Accumulated deficit		(173,577,598)		(168,050,716	)
Total Stockholders’ deficit		(74,060,930)		(70,365,523	)
Noncontrolling interest		(35,442)		(35,442	)
Total Deficit		(74,096,372)		(70,400,965	)
Total liabilities, redeemable preferred stock, and stockholders’ deficit	$	9,334,288	$	10,422,656

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

2

 SQL Technologies Corp. and Subsidiary 

Condensed Consolidated Statements of Operations

For the Three and Six-Months Ended June 30, 2018 and 2017

(Unaudited)

	Three Months						Six months
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Revenue	$	2,262,841		$	2,504,751		$	5,400,901		$	5,122,097
Cost of Sales		(1,875,366	)		(1,969,977	)		(4,304,667	)		(3,981,226	)
Gross Profit		387,475			534,774			1,096,234			1,140,871
Selling, general and administrative expenses		2,386,051			1,425,629			4,390,680			2,573,025
Depreciation and amortization		469,699			622,722			939,293			1,228,408
Total operating expenses		2,855,750			2,048,351			5,329,973			3,801,433
Loss from Operations		(2,468,275	)		(1,513,577	)		(4,233,739	)		(2,660,562	)
Other Income / (Expense)
Interest expense		(98,154	)		(80,769	)		(181,723	)		(142,298	)
Derivative expenses		(1,809,254	)		(197,869	)		(1,809,254	)		(2,259,028	)
Change in fair value of embedded derivative liabilities		505,261			502,252			749,776			(13,015,170	)
Loss on debt extinguishment - net		—			(630,000	)		—			(1,260,000	)
Gain on exchange		(1	)		—			4,578			—
Other income		4,209			4,419			8,582			8,831
Gain on Debt Extinguishment		—			—			—			—
Total other expense - net		(1,397,939	)		(401,967	)		(1,228,041	)		(16,667,665	)
Net  Income (loss) including noncontrolling interest		(3,866,214	)		(1,915,544	)		(5,461,780	)		(19,328,227	)
Less: net loss attributable to noncontrolling interest		—			—			—			—
Net income (loss) attributed to SQL Technologies Corp.		(3,866,214	)		(1,915,544	)		(5,461,780	)		(19,328,227	)
Net Income (Loss) per share - basic and diluted	$	(0.073	)	$	(0.04	)	$	(0.104	)	$	(0.40	)
Weighted average number of common shares outstanding during the year-
basic and diluted		53,564,901			48,996,955			53,307,829			48,427,152

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

3

SQL Technologies Corp. and Subsidiary

Condensed Consolidated Statements of Cash Flows

Six-Months Ended June 30, 2018 and 2017

(Unaudited)

	Six-Months			Six-Months
	6/30/2018			6/30/2017
Cash flows from operating activities:
Net income (loss) attributable to SQL Technologies	$	(5,461,780	)		(19,328,227	)
Adjustments to reconcile net loss to net cash used in operating activities:					—
Depreciation expense		35,411			15,404
Provision for bad debts		—			18,996
Amortization of patent		9,081			5,105
Amortization of GE trademark license		894,801			1,213,044
Change in fair value of derivative liabilities		(749,776	)		13,015,171
Derivative expense		1,809,254			2,259,028
Loss on debt extinguishment		—			1,260,000
Stock compensation - related parties		1,020,000
Stock options issued for services - related parties		361,475
Stock issued for services		450,000
Change in operating assets and liabilities:
Accounts receivable		(647,287	)		(504,964	)
Prepaid expenses		37,874			(15,611	)
Inventory		(107,588	)		(226,333	)
Royalty payable		(366,586	)		(356,017	)
Other		—			188,043
Deferred rent		(6,139	)		—
Accounts payable & accrued expenses		493,283			290,121
Net cash used in operating activities		(2,227,977	)		(2,166,240	)
Cash flows from investing activities:
Purchase of property & equipment		—			(68,820	)
Payment of patent costs		(31,486	)		(36,435	)
Net cash used in investing activities		(31,486	)		(105,255	)
Cash flows from financing activities:
Repayments of convertible notes		—			(200,000	)
Payments of contingent consideration					100,000
Proceeds from note payable		1,486,793			1,665,178
Preferred Dividends paid		(65,103	)		(85,745	)
Repayments of note payable		(59,789	)		(1,498,266	)
Proceeds from the exercise of options					78,000.00
Proceeds from the exercise of warrants					5,000,000.00
Proceeds from issuance of stock					287,000
Net cash provided by financing activities		1,361,901			5,346,167
Increase (Decrease) cash and cash equivalents		(897,562	)		3,074,672
Cash and cash equivalents at beginning of period		4,877,720			4,125,888
Cash and cash equivalents at end of period	$	3,980,158		$	7,200,560

4

Supplementary disclosure of non-cash financing activities:
Reclassification of derivative liability to additional paid-in-capital	$	—	$	7,061,434
Gain on debt extinguishment
Supplementary disclosure of cash flow information
Cash paid during the period for:
Interest	$	181,723	$	138,881

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

5

SQL TECHNOLOGIES CORP. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS

SQL Technologies Corp. (f/k/a Safety Quick Lighting & Fans Corp.), a Florida corporation (the “Company”), was originally organized in May 2004 as a limited liability company under the name of Safety Quick Light, LLC. The Company was converted to corporation on November 6, 2012. Effective August 12, 2016, the Company changed its name from “Safety Quick Lighting & Fans Corp.” to “SQL Technologies Corp.” The Company holds a number of worldwide patents and has received a variety of final electrical code approvals, including UL Listing and CSA approval (for the United States and Canadian Markets), the CE Marking (for the European market) and, in December 2016, was approved by the National Fire Protection Association for inclusion in the NFPA 70: National Electrical Code (NEC). The Company maintains offices in Georgia, Florida and in Foshan, Peoples Republic of China.

The Company is engaged in the business of developing proprietary technology that enables a quick and safe installation of electrical fixtures, such as ceiling fans and light fixtures, using a power plug installed in ceiling and wall electrical junction boxes. The Company’s base technology consists of a weight bearing, fixable socket and a revolving plug for conducting electric power and supporting an electrical appliance attached to a wall or ceiling. The socket is comprised of an electric power supply that is connected to the electrical junction box. The plug, which is incorporated in an electrical appliance, attaches to the socket via a male post and is capable of feeding electric power to the appliance. The plug includes a second structural element allowing it to revolve and a releasable latching that provides a retention force between the socket and the plug to prevent unintentional disengagement. The socket and plug can be detached by releasing the latch, thereby disengaging the electric power from the plug. The socket is designed to replace the support bar incorporated in electric junction boxes, and the plug can be installed in light fixtures, ceiling fans and wall sconce fixtures. The use of the Company’s technology enables the installation and replacement of ceiling fans and lights and wall sconces in a fraction of the time of similar, conventional appliances.

The Company currently markets consumer friendly, energy saving “plugin” ceiling fans and light fixtures under the General Electric Company (“GE” or “General Electric”) brand as well as “conventional” ceiling lights and fans carrying the GE brand. The Company also owns 98.8% of SQL Lighting& Fans LLC (the “Subsidiary”). The Subsidiary was formed in Florida on April 27, 2011 and is in the business of manufacturing the patented device that the Company owns. The Subsidiary had no activity during the periods presented.

The Company’s fiscal year end is December 31.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the Company’s significant accounting policies:

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of SQL Technologies Corp. (f/k/a Safety Quick Lighting & Fans Corp.) and the Subsidiary, SQL Lighting & Fans LLC. All intercompany accounts and transactions have been eliminated in consolidation.

6

Non-controlling Interest

In May 2012, in connection with the sale of the Company’s membership units in the Subsidiary, the Company’s ownership percentage in the Subsidiary decreased from 98.8% to 94.35%. The Company then reacquired these membership units in September 2013, increasing the ownership percentage from 94.35% back to 98.8%. During year ended 2017 and 2016, there was no activity in the Subsidiary.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events. Accordingly, actual results could differ significantly from estimates.

Reclassifications

For comparability, reclassifications of certain prior-year balances were made in order to confirm with current-year presentations.

Risks and Uncertainties

The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure.

The Company has experienced, and in the future, expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at large national retail chains where product is expected to be sold (iii) general economic conditions and (iv) the related volatility of prices pertaining to the cost of sales.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions, and all highly liquid investments with an original maturity of three months or less. The Company had $3,980,158 and $4,877,720 in cash and cash equivalents as of June 30, 2018, and December 31, 2017, respectively. The Company has deposits in financial institutions which exceeds the amount insured by the FDIC. The amount of uninsured deposits was $3,480,158 at June 30, 2018.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts.

The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future bad debts, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible.

7

The Company’s net balance of accounts receivable at June 30, 2018 and December 31, 2017:

	(Unaudited) June 30, 2018		(Audited) December 31, 2017
Accounts Receivable	$	1,697,252	$	1,049,965
Allowance for Doubtful Accounts		—		—
Net Accounts Receivable	$	1,697,252	$	1,049,965

All amounts are deemed collectible at June 30, 2018 and December 31, 2017 and accordingly, the Company has not incurred any bad debt expense at June 30, 2018 and December 31, 2017.

Inventory

Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand.

	(Unaudited) June 30, 2018		(Audited) December 31, 2017
Inventory finished goods	$	1,664,425	$	1,887,034
Inventory, component parts		795,7366		465,539
Total inventory	$	2,460,161	$	2,352,573

The Company will maintain an allowance based on specific inventory items that have shown no activity over a 24-month period. The Company tracks inventory as it is disposed, scrapped or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method. As of June 30, 2018, and December 31, 2017, the Company has determined that no allowance is required.

Valuation of Long-lived Assets and Identifiable Intangible Assets

The Company reviews for impairment of long-lived assets and certain identifiable intangible assets whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. In the event of impairment, the asset is written down to its fair market value. The Company determined an impairment adjustment of $600,000 was necessary for the year ended 2017.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation, and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5 to 7 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Intangible Asset Patent

The Company developed various patents for an installation device used in light fixtures and ceiling fans. Costs incurred for submitting the applications to the United States Patent and Trademark Office for these patents have been capitalized. Patent costs are being amortized using the straight-line method over the related 15-year lives. The Company begins amortizing patent costs once a filing receipt is received stating the patent serial number and filing date from the Patent Office.

8

The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company. The Company also capitalizes legal costs incurred in the defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased, and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent. The Company’s assessment of future economic benefit or a successful defense of its patents involves considerable management judgment, and an unfavorable outcome of litigation could result in a material impairment charge up to the carrying value of these assets.

GE Trademark Licensing Agreement

The Company entered into a Trademark License Agreement with General Electric on June 15, 2011 (the “License Agreement”) allowing the Company to utilize the “GE trademark” on products which meet the stringent manufacturing and quality requirements of General Electric (the “GE Trademark License”). As described further in Note 5 to these financial statements, the Company and General Electric amended the License Agreement in August 2014. As a result of that amendment, the Company is required to pay a minimum trademark licensing fee (the “Royalty Obligation”) to General Electric of $12,000,000. The repayment schedule is based on a percent of sales, with any unpaid balance due in November 2018. Under SFAS 142 “Accounting for Certain Intangible Assets” the Company has recorded the value of the Licensing Agreement and will amortize it over the life of the License Agreement, which is 60 months. The Company determined an impairment adjustment of $600,000 was necessary for the year ended 2017.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

• Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

• Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments.

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3. See Note 9.

Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

9

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported as charges or credits to income. 

The Company changed its method to estimate the valuation of valuation for fair market values of derivatives in 2017 to a lattice-binomial option-pricing model (“lattice-binomial model”) from the Black-Scholes option-pricing model (“Black-Scholes model”) which was previously used under SFAS 123 and are reflected on our condensed consolidated statement of operations as other (income) expense at each reporting period. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. However, such new and/or complex instruments may have immature or limited markets. As a result, the pricing models used for valuation of derivatives often incorporate significant estimates and assumptions, which may impact the level of precision in the financial statements. Furthermore, depending on the terms of a derivative or embedded derivative, the valuation of derivatives may be removed from the financial statements upon conversion of the underlying instrument into some other security. The change in valuation methodology for accounting estimates had no material impact on the Company’s previous calculations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company has reserved for issuance 26,751,860 shares of Common stock associated with conversion features on Series A Preferred Stock, warrants and options. These shares have been reserved for issuance by the Company’s stock transfer agent, and accordingly, no derivative liability has been calculated on these shares.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount.

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.

Debt Issue Costs and Debt Discount

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Original Issue Discount

For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

Extinguishments of Liabilities

The Company accounts for extinguishments of liabilities in accordance with ASC 86010 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized.

10

Stock Based Compensation – Employees

The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement memorandum (based on sales to third parties), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a lattice-binomial option pricing valuation model. The ranges of assumptions for inputs are as follows:

• Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees expected exercise and post vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

• Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f) (2)(ii) a thinly traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market

• Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.

The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations.

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Stock Based Compensation – Nonemployees

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Subtopic 505-50 of the FASB Accounting Standards Codification (“Subtopic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum, or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option pricing valuation model. The ranges of assumptions for inputs are as follows:

• Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

• Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f) (2)(ii) a thinly traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

• Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

• Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-257, if fully vested, no forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra equity by the grantor of the equity instruments.

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The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a lattice-binomial option-pricing valuation model. The ranges of assumptions for inputs are as follows:

• Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

• Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

• Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

• Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

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Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments.

The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Revenue Recognition

The Company derives revenues from the sale of GE branded fans and lighting fixtures to large retailers through retail and online sales.

Sales are recognized at the time title transfers to the customer, generally upon shipment and when all the following have occurred: (1) persuasive evidence of an arrangement exists, (2) asset is transferred to the customer without further obligation, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured.

Trade allowances and a provision for estimated returns and other allowances are recorded at the time sales are made, considering historical and anticipated trends.

On January 1, 2017, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The adoption has had an immaterial impact to our comparative net income and as such comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new standard to be immaterial to our net income on an ongoing basis.

A majority of our sales revenue continues to be recognized when products are shipped from our manufacturing facilities and from our third-party logistics facility.

Cost of Sales

Cost of sales represents costs directly related to produce, acquire and source inventory for sale, and provisions for inventory shrinkage and obsolescence. These costs include costs of purchased products, inbound freight, custom duties.

Shipping and Handling Cost

Costs incurred by the Company to deliver finished goods are expensed and recorded in selling, general and administrative expenses.

Selling, general and administrative expenses include employee and related costs, stock compensation, marketing, professional fees, distribution, warehouse costs, and other related selling costs. Stock compensation expense consists of non-cash charges resulting from the issuance of stock units and stock options. Selling expenses include costs incurred in the selling of merchandise. General and administrative expenses include costs incurred in the administration or general operations of the business.

Earnings (Loss) Per Share

Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

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The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option and warrant contracts. For the six-months ended June 30, 2018 and 2017, the Company reflected net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, separate computation of diluted earnings (loss) per share is not presented for the periods presented.

The Company has the following Common Stock equivalents at June 30, 2018 and December 31, 2017:

	(Unaudited) June 30, 2018	(Audited) December 31, 2017
Stock Warrants (Exercise price - $0.375 - $3.00/share)	8,419,924		8,419,924
Stock Options (Exercise price $0.375 - $4.00/share)	6,675,000		4,875,000
Total	15,094,924		13,294,924

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) Affiliates of the Company; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) Principal owners of the Company; (e) Management of the Company; (f) 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; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a). the nature of the relationship(s) involved; (b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

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Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued.

Pursuant to ASU 201009 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

On January 1, 2017 We adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows. We expect the impact of the adoption of the new standard to be immaterial to our net income on an ongoing basis. 

In August 2017, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 expands component and fair value hedging, specifies the presentation of the effects of hedging instruments, and eliminates the separate measurement and presentation of hedge ineffectiveness. We are currently evaluating the impact of adopting this guidance. We do not expect adoption of this guidance to have a material impact on our financial position, results of operations or cash flows.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows. The Company will adopt ASU 2016-18 in its first quarter of 2019. We do not expect adoption of this guidance to have a material impact on our financial position, results of operations or cash flows.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation, which is intended to simplify the accounting for share-based payment award transactions. The new standard will modify several aspects of the accounting and reporting for employee share-based payments and related tax accounting impacts, including the presentation in the statements of operations and cash flows of certain tax benefits or deficiencies and employee tax withholdings, as well as the accounting for award forfeitures over the vesting period. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within that year, and will be adopted by the Company in the first quarter of fiscal 2017. The Company anticipates the new standard will result in an increase in the number of shares used in the calculation of diluted earnings per share and will add volatility to the Company’s effective tax rate and income tax expense. The magnitude of such impacts will depend in part on whether significant employee stock option exercises occur.

In March 2016, the FASB issued an accounting standard update which simplifies the accounting for share-based payment transactions, inclusive of income tax accounting and disclosure considerations. This guidance is effective for fiscal and interim periods beginning after December 15, 2016 and is required to be applied retrospectively to all impacted share-based payment arrangements. We adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. We are currently evaluating the impact of adopting this guidance.

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In February 2016, the FASB issued an accounting standard update which modifies the accounting for leasing arrangements, particularly those arrangements classified as operating leases. This update will require entities to recognize the assets and liabilities arising from operating leases on the balance sheet. This guidance is effective for fiscal and interim periods beginning after December 15, 2018 and is required to be applied retrospectively to all leasing arrangements. We are currently assessing the effects this guidance may have on our financial statements. Based on the lease portfolio as of June 30, 2018, we do not expect the Company to have a material impact on its consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”). The standard clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Under ASU 2017-01, to be considered a business, the assets in the transaction need to include an input and a substantive process that together significantly contribute to the ability to create outputs. Prior to the adoption of the new guidance, an acquisition or disposition would be considered a business if there were inputs, as well as processes that when applied to those inputs had the ability to create outputs. Early adoption is permitted for certain transactions. Adoption of ASU 2017-01 may have a material impact on our consolidated financial statements if we enter into future business combinations.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not anticipate the adoption of ASU 2017-04 will have a material impact on our consolidated financial statements.

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NOTE 3 FURNITURE AND EQUIPMENT

Furniture, fixtures, and equipment consisted of the following:

	(Unaudited) June 30,			(Audited) December 31,
	2018			2017
Machinery and equipment	$	31,456		$	31,456
Computer equipment		6,846			6,846
Furniture and fixtures		36,059			36,059
Tooling and production		207,016			207,016
Leasehold improvements		30,553			30,553
Total		311,930			311,930
Less: accumulated depreciation		(152,468	)		(117,058	)
Total, net	$	159,462		$	194,872

Depreciation expense amounted to $17,705 and $35,410 for the three and six-months ended June 30, 2018, respectively; and $8,857 and $15,404 for the three-months and six-months ended June 30, 2017, respectively. 

NOTE 4 INTANGIBLE ASSETS

Intangible assets (patents) consisted of the following:

	(Unaudited) June 30, 2018			(Audited) December 31, 2017
Patents	$	275,868		$	244,382
Less: Impairment Charges		—			—
Less: accumulated amortization		(49,052	)		(39,970	)
Total, net	$	226,816		$	204,412

Amortization expense associated with patents amounted to $4,594 and $9,081 for the three and six-months ended June 30, 2018, respectively; and $2,828 and $5,105 for the three and six-months ended June 30, 2017, respectively.

Assuming no impairment, the following table sets forth the estimated amortization expense for future periods based on recorded amounts asat June 30, 2018:  

Year Ending December 31
	2018	$	18,269
	2019		18,375
	2020		18,375
	2021		18,375
	2022		18,375
	2023 and Thereafter		135,049
	Total	$	226,816

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Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments and other factors.

NOTE 5 GE TRADEMARK LICENSE AGREEMENT

The Company entered into an amended License Agreement with General Electric regarding the GE Trademark License. The License Agreement is amortized through its expiration in November 2018.

	(Unaudited) June 30, 2018			(Audited) December 31, 2017
GE Trademark License	$	12,000,000		$	12,000,000
Less: Impairment charges		0			(600,000	)
Less: accumulated amortization		(11,254,335	)		(9,759,534	)
Total, net	$	745,665		$	1,640,466

Amortization expense associated with the GE Trademark License amounted to $447,400 and $894,801 for the three and six-months ended June 30, 2018, respectively; and $611,037 and $1,213,043 for the three and six-months ended 2017, respectively. The Company determined an impairment adjustment of $600,000 was necessary for the year ended 2017.

Assuming no impairment, the following table sets forth the estimated amortization expense for future periods based on recorded amounts asat June 30, 2018:

Year Ending December 31
	2018	$	745,665
	Thereafter
	Total	$	745,665

NOTE 6 DEFERRED LEASE CREDITS

Cash or rent abatements received upon entering certain office leases are recognized on a straight-line basis as a reduction to rent expense over the lease term. The unamortized portion is included in Deferred Lease Credits, which are included in other current liabilities. As of June 30, 2018, and December 31, 2017 the deferred credits were $36,193 and $42,332, respectively. Deferred Rent amortization was $3,069 and $6,139 for the three and six-months ended June 30, 2018, respectively; and $3,875 and $(16,673) for the three and six-months ended June 30, 2017, respectively.

NOTE 7 NOTES PAYABLE

At June 30, 2018 and December 31, 2017, the Company had a note payable to a bank in the amount of $10,433 and $70,222, respectively. The note bears interest at prime plus 1.5%, which was 6.5% as of June 30, 2018, and matures on August 28, 2018. The note is secured by the assets of the Company and personal guarantees by a shareholder and an officer of the Company.

On April 13, 2016, the Company entered into a Line of Credit Promissory Note with a third party (the “Line of Credit”), as amended and extended, in the principal sum of up to ten million U.S. Dollars (US $10,000,000) to support purchase orders, inventory and general working capital needs. The Company may draw and/or repay this Line of Credit from time to time until the maturity hereof. The Line of Credit provides for monthly payments of interest at nine percent (9%) per annum on outstanding principal and matures on January 10, 2019, at which time the full principal amount and accrued but unpaid interest become due.

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The Line of Credit is secured by the assets of the Company. As of June 30, 2018, and December 31, 2017, the outstanding balance on this note was $4,943,525 and $3,456,732, respectively.

The Company received a $500,000 loan from a related party in January 2016. The note is on demand and carries interest of 12%. As of June 30, 2018, the outstanding balance is $200,000.

Principal payments due under the terms of the notes described above are as follows:

Principal Due in Next 12 months
	2018	$	210,434
	2019		4,943,525
		$	5,153,958

NOTE 8 CONVERTIBLE DEBT

The Company has recorded derivative liabilities associated with convertible debt instruments, as more fully discussed at Note 9.

	Third Party			Related Party			Totals
Balance December 31, 2015	$	3,989,950		$	50,000		$	4,039,950
Add: Amortization of Debt Discount		474,283			0			474,283
Less Repayments/Conversions		(4,314,233	)		—			—
Balance December 31, 2016		150,000			50,000			200,000
Add: Amortization of Debt Discount		—			—			—
Less Repayments/Conversions		(150,000	)		(50,000	)		(200,000	)
Balance December 31, 2017	$	—		$	—		$	—

On November 26, 2013, May 8, 2014 and June 25, 2014 the Company completed closings in connection with its offering (the “Notes Offering”) of its 12% and 15% Secured Convertible Promissory Notes in the aggregate principal amount of $4,270,100 (the “Notes”), with certain accredited investors, as defined under Regulation D, Rule 501 of the Securities Act of 1933, as amended. Pursuant to the Notes Offering, each Investor also received five (5) year common stock warrants to purchase the Company’s Common Stock at $0.375 per share (each a “Warrant” and collectively, the “Warrants”). The Notes and Warrants were treated as derivative liabilities.

In May 2016, the Company invited the holders of all Notes, where such holders had not already made an election to redeem or convert their Notes, to forbear or extend their forbearance period to make an election to convert or redeem their Notes (the “August 2016 Election”). This also provided a third option to all noteholders (the “Preferred Option”), whereby such holders could convert their respective Note(s) into shares of Series A Convertible Preferred Stock (“Preferred Stock”). Pursuant to the August 2016 Election, the Company issued 13,456,936 shares of Preferred Stock, representing $3,364,234 in outstanding Note principal balance.

All Notes have either been re-paid in cash, separate debt obligation or by conversion, and all Notes have been terminated.

(A)       Terms of Debt

The Note debt carried interest between 12% and 15%, and became due in November 2015, May 2016 and September 2016, as extended to July 31, 2016 pursuant to certain forbearance agreements. All Notes issued in connection with the Notes Offering were convertible at $0.25, but are now terminated, and all Warrants issued in connection with the Notes Offering are convertible at $0.375 per share, subject to the existence of a “ratchet feature”, which allows for a lower offering price if the Company offers shares to the public at a lower price.

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(B)        Offer to Convert Debt to Preferred Shares

For those holders electing the Preferred Option, each holder has received shares of the Preferred Stock on a 1 to 1 ratio to the number of shares of Common Stock which are then convertible under such holder’s respective Note. With respect to interest on junior securities, dividends, distributions or liquidation preference, shares of Preferred Stock will rank senior to shares of Common Stock or other junior securities. Along with other terms customary for a class of convertible preferred stock, the Preferred Stock will be convertible into shares of Common Stock at the same conversion price as the Notes (i.e., USD $0.25 per share), and will pay interest quarterly at a rate of six percent (6%). The Preferred Stock will be convertible upon the election of the holder thereof. Shares of the Preferred Stock may be repurchased by the Company upon 30 days’ prior written notice, in whole or in part, for USD $3.50 per share, provided that during such notice period the holder will continue to have the option and right to convert its shares of Preferred Stock into shares of Common Stock. Holders will also have a put option, during such notice period, allowing them to sell their shares of Preferred Stock back to the Company at USD $0.25 per share, the Note conversion price.

Each holder electing the Preferred Option was required to enter into an amendment to its Note, providing that the Note will be convertible into the Preferred Stock rather than Common Stock, and to thereafter elect to convert their Note, as amended, into Preferred Stock. In addition, each holder entered into a lockup agreement, whereby the holder agreed not to offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of (i) the shares of Common Stock it then holds, (ii) the shares of Preferred Stock obtained upon conversion of its Note, and (iii) the shares of Common Stock underlying the Preferred Stock, for a period of twelve (12) months following the date of such agreement. The Note amendments, conversion to Preferred Stock and lockup agreement have been entered into on August 15, 2016. The Note amendments were approved by a majority of the holders of the then outstanding Notes.

NOTE 9 DERIVATIVE LIABILITIES

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as:

	(Unaudited) June 30, 2018			(Audited) December 31, 2017
Balance Beginning of period	$	19,175,754		$	24,083,314
Reclassification of derivative liabilities to additional paid in capital related to warrants exercised that ceased being a derivative liability					(13,229,681	)
Fair value at the commitment date for options granted		1,809,254			2,036,621
Fair value mark to market adjustment - stock options		(6,323	)		12,376,571
Fair value mark to market adjustment – warrants		(743,453	)
Reclassification of derivative liability to Additional Paid in Capital due to share reservation					(6,091,070	)
Balance at end of period	$	20,235,232		$	19,175,754

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The Company recorded a change in the value of embedded derivative liabilities income/ (expense) $749,776 and ($13,015,170) for the six-months ended June 30, 2018 and 2017, respectively. 

The Company recorded derivative expense of ($1,809,254) and ($2,259,028) for the six-months ended June 30, 2018 and 2017, respectively.

	Commitment Date		RecommitmentDate
Expected dividends		0%		0%
Expected volatility		150%		150%
Expected term		0.90 – 9.56 years		0.41 – 8.81 years
Risk Free Interest Rate		0.76%-2.40%		2.11%-2.85%

NOTE 10 GE ROYALTY OBLIGATIONS

In 2011, the Company executed a Licensing Agreement with General Electric, which allows the Company the right to market certain ceiling light and fan fixtures displaying the GE brand. The License Agreement imposes certain manufacturing and quality control conditions that the Company must maintain in order to continue to use the GE brand.

The License Agreement is nontransferable and cannot be sublicensed. Various termination clauses are applicable; however, none were applicable as of June 30, 2018, and December 31, 2017.

In August 2014, the Company entered into a second amendment to the License Agreement pertaining to its royalty obligations. Under the terms of the amendment, the Company agreed to pay a total of $12,000,000 by November 2018 for the rights assigned in the original contract. In case the Company does not pay GE a total of at least $12,000,000 in cumulative royalties over the term of the License Agreement, the difference between $12,000,000 and the amount of royalties paid to GE is owed in December 2018.

Payments are due quarterly based upon the prior quarters’ sales. The Company made payments of $187,749 and $366,586 for the three and six-months ended June 30, 2018, respectively; and payments of $218,933 and $356,017 for the three and six-months ended June 30, 2017, respectively.

The License Agreement obligation will be paid from sales of GE branded product subject to the following repayment schedule:

Net Sales in Contract Year	Percentage of Contract Year Net Sales owed to GE
$0 to $50,000,000	7%
$50,000,001 to $100,000,000	6%
$100,000,000+	5%

As of June 30, 2018, and December 31, 2017, the outstanding balance was $10,393,980 and $10,760,566, respectively.

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NOTE 11 STOCKHOLDERS DEFICIT

(A)       Common Stock

For the six-months ended June 30, 2018 and year ended December 31, 2017, the Company issued the following Common Stock:

Transaction Type		Quantity (shares)		Valuation ($)		Range of Value Per Share
2017 Equity Transactions
Common Stock Offering	(1)		69,667	$	209,000		3.00
Common Stock Issued per Exercise of Warrants	(2)		1,666,667		5,000,000		3.00
Common Stock Issued per Exercise of Options	(3)		30,000		78,000		2.60
Common Stock Issued for the cashless exercise of Warrants	(4)		4,132,068		0		0.0
Total 2017 Equity Transactions			5,898,402	$	5,287,000	$	2.60-3.00
Common Stock Issued per Employee Agreement	(5)		240,000		720,000		3.00
Common Stock issued Per Agreement	(6)		150,000		450,000		3.00
Total 2018 Equity Transactions			390,000	$	1,170,000	$	3.00

The following is a more detailed description of the Company’s stock issuance from the table above:

(1)       Shares Issued for Common Stock

During the nine-months ended September 30, 2017, the Company received gross proceeds of $209,000 from the sale of 69,667 shares of its Common Stock at $3.00 per share to three new Company employees. In connection therewith, the Company issued five-year options to purchase up to 315,000 shares of Common Stock at an exercise price of $3.00 per share.

(2)       Shares Issued Pursuant to Warrants Exercised

In March 2017, the Company issued 1,666,667 shares of Common Stock upon exercise in full of a warrant having an exercise price of $3.00 per share, and the Company received gross proceeds of $5,000,000.

(3)       Shares Issued Pursuant to Options Exercised

In April 2017, the Company issued 30,000 shares of Common Stock upon exercise in full of an option having an exercise price of $2.60 per share, and the Company received gross proceeds of $78,000.

(4)       Common Stock Issued for the cashless Exercise of Warrants

In November 2017, the Company issued 4,132,068 shares of Common Stock upon the cashless exercise of Warrants.

(5)       Common Stock Issued pursuant to Employment Agreements

In March 2018, the Company issued 240,000 shares of Common Stock, with a total fair market value of $720,000, to each of Mr. Campi and Mr. Wells, which vested pursuant to their respective employment agreements.

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(6)       Common Stock Issued in Connection with the Agreements

In June 2018, the Company issued 150,000 shares of Common Stock, with a total fair market value of $450,000, to a financial institution in exchange of extending the revolving Line of Credit.

(B)       Common Stock and Options to be Issued

For the six-months ended June 30, 2018, the Company had not yet issued 100,000 shares of Common Stock in connection with a stock award agreement issued pursuant to the 2018 Plan. The issuance was related to stock compensation to an employee of the Company.

Also on or about May 14, 2018, the Company granted non-qualified stock options to purchase up to 600,000 shares of Common Stock under the 2018 Plan at $5.00 per share, to a consultant performing capital fundraising activities for the Company. Pursuant to such grant, options to purchase up to 100,000 of such shares of Common Stock vested on or prior to the date of the grant, with the remaining shares to vest upon the closing of an equity transaction by said consultant in amounts determined based on the size of such equity transaction. The Company has not yet executed a stock option agreement

(C)       Preferred Stock

The following is a summary of the Company’s Preferred Stock activity:

Transaction Type	Quantity		Valuation		Range of Value per Share
2016 Preferred Stock Transactions
Preferred Stock Issued per August 2016 Election		13,056,936	$	44,393,569	$	3.40
Total 2016 Preferred Stock Transactions		13,056,936	$	44,393,569	$	3.40
2017 Preferred Stock Transactions
Preferred Stock Issued per August 2016 Election		400,000	$	1,360,000	$	3.40
Total 2017 Preferred Stock Transactions		400,000	$	1,360,000		3.40
Total 2018 Preferred Stock Transactions		0	$	0		-

In accordance with the August 2016 Elections (see Note 8(B)), the Company has issued 13,456,932 shares of 6% Preferred Stock in exchange for Notes having a principal balance of $3,364,234. The Preferred Stock will be convertible upon the election of the holder thereof. Shares of the Preferred Stock may be repurchased by the Company upon 30 days’ prior written notice, in whole or in part, for USD $3.50 per share, provided that during such notice period the holder will continue to have the option and right to convert its shares of Preferred Stock into shares of Common Stock. Holders also have a put option, allowing them to sell their shares of Preferred Stock back to the Company at USD $0.25 per share, the Note conversion price, and therefore the stock is classified as Mezzanine equity rather than permanent equity. The stock was valued based upon the value of shares of Common Stock publicly traded nearest the conversion date. During the year ended December 31, 2017 the Company paid dividends in the amount of $149,737 to the Preferred Stock shareholders.

Redeemable preferred stock subject to redemption: $0 par value; 20,000,000 shares authorized; 13,456,932 at December 31, 2017 and June 30, 2018.

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(D)       Stock Options

The following is a summary of the Company’s stock option activity:

			Weighted Average		Weighted Average Remaining Contractual Life		Aggregate Intrinsic
	Options		Exercise Price		(In Years)		Value
Balance, December 31, 2016		1,350,000	$	0.767		7.81	$	3,015,000
Exercised		(30,000)		2.600		—		(78,000)
Granted and Issued		3,555,000		1.307		7.21		6,230,250
Forfeited/Cancelled		—		—		—		—
Balance, December 31, 2017		4,875,000	$	1.150		7.15	$	9,167,250
Exercised		—		—		—		—
Granted and Issued		1,800,000		3.083		8.42		—
Forfeited/Cancelled		—		—		—		—
Balance, June 30, 2018		6,675,000	$	1.671		7.13	$	9,167,250

The Company has issued, or the Company’s Board of Directors has authorized grants of, options, some of which have vested, to purchase shares of Common Stock through its 2015 Plan and/or 2018 Plan. The Company has issued options to purchase, in the aggregate, up to 6,675,000 shares of options to purchase shares of Common Stock, in conjunction with its 2015 Plan, 2018 Plan, agreements or otherwise. The Company has reserved 5,645,000 shares with the transfer agent for the future issuance for shares of Common Stock associated with options issued.

Also on or about May 14, 2018, the Company granted non-qualified stock options to purchase up to 600,000 shares of Common Stock under the 2018 Plan at $5.00 per share (with 100,000 vested and the remaining amounts vesting in accordance with performance standards), but has not yet executed a stock option agreement; therefore, such grant has not been deemed issued and has not yet been included in the table above.

During the six-months ended June 30, 2018, the Company recognized $361,475 of compensation expense related to the vesting of options. The expense computation is based on 123,334 shares of options at its fair value. The fair value of stock option is estimated using the Binomial valuation method in the range of $2.9255 and $2.9362.

(E)       Warrants Issued

The following is a summary of the Company’s stock option activity:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Balance, December 31, 2016		13,555,651	$	0.72		1.5
Issued		898,040		3.31		4.63
Exercised		(6,033,767)		(3.00)		—
Cancelled/Forfeited		—		—		—
Balance, December 31, 2017		8,419,924	$	1.64		2.42
Issued		—		—		—
Exercised		—		—		—
Cancelled/Forfeited		—		—		—
Balance, June 30, 2018		8,419,924	$	1.117		0.93

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(F)       2015 Stock Plan

On April 27, 2015, the Board approved the Company’s 2015 Stock Incentive Plan (the “2015 Plan”), and effective July 31, 2016, a majority of the Company’s shareholders approved the 2015 Plan. Under the 2015 Plan, the Board has the sole authority to implement, interpret, and/or administer the 2015 Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer the 2015 Plan to a committee of the Board, or (ii) the authority to grant and administer awards under the 2015 Plan to an officer of the Company. The 2015 Plan relates to the issuance of up to 5,000,000 shares of Common Stock, subject to adjustment, and shall be effective for ten (10) years, unless earlier terminated. Certain options to be granted to employees under the 2015 Plan are intended to qualify as Incentive Stock Options (“ISOs”) pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, while other options granted under the 2015 Plan will be nonqualified options not intended to qualify as Incentive Stock Options ISOs (“Nonqualified Options”), either or both as provided in the agreements evidencing the options described. The 2015 Plan further provides that awards granted under the 2015 Plan cannot be exercised until a majority of the Company’s shareholders have approved the 2015 Plan, which. The 2015 Plan became effective July 31, 2016. As of June 30, 2018, up to 15,000 shares of Common Stock are available for issuance (not granted) under the 2015 Plan.

(G)       2018 Stock Plan

On April 26, 2018, the Board approved the Company’s 2018 Stock Incentive Plan (the “2018 Plan”). Under the 2015 Plan, the Board has the sole authority to implement, interpret, and/or administer the 2018 Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer the 2018 Plan to a committee of the Board, or (ii) the authority to grant and administer awards under the 2018 Plan to an officer of the Company. The 2018 Plan relates to the issuance of up to 5,000,000 shares of Common Stock, subject to adjustment, and shall be effective for ten (10) years, unless earlier terminated. Certain options to be granted to employees under the 2015 Plan are intended to qualify as ISOs, while other options granted under the 2015 Plan will be Nonqualified Option, either or both as provided in the agreements evidencing the options described. The 2018 Plan further provides that awards granted under the 2018 Plan cannot be exercised until a majority of the Company’s shareholders have approved the 2018 Plan, which has not yet occurred. As of June 30, 2018, up to 3,300,000 shares of Common Stock are available for issuance (not granted) under the 2018 Plan.

NOTE 12 COMMITMENTS

(A)       Operating Lease

On September 20, 2017, the Company entered into an operating lease for its Georgia location. The new lease commenced on July 1, 2017 and expires on September 30, 2020. We recognize rent expense under such arrangements on a straight-line basis.

On September 27, 2017 the Company entered into two separate residential leases near the Florida office for two of its employees. The term for each lease is 12 months and, each lease carries a rent of $2,000 per month. The collective rent payment is $4,000 per month and will reduce travel costs for the Company.

The minimum rent obligations are approximately as follows:

	Minimum
Year	Obligation
2019	$	88,467
2020		60,320
	$	138,787

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(B)       Employment Agreement – Chief Executive Officer

On September 1, 2016, the Company entered into an employment agreement with its Chief Executive Officer (the “Campi Agreement”). The Campi Agreement provides for a base salary of $150,000; 120,000 shares of Common Stock in a “Sign on Bonus” which will vest December 31, 2017; 0.25% of annual net sales, paid in cash on a quarterly basis, and 3% of annual adjusted gross income in cash compensation and 0.50% of quarterly net income in options, the strike price to be determined at the time of grant. Such options will expire 5 years after issuance. Pursuant to the Campi Agreement, if terminated without cause during the initial term, the Company shall pay to Mr. Campi (a) an amount calculated by multiplying the monthly salary, at the time of such termination, times the number of months remaining in the initial term, and (b) all unpaid incentive compensation then in effect on apro rata basis. In addition, the sign-on shares of Common Stock shall immediately vest. For any other termination during the initial term, Mr. Campi shall receive an amount calculated by multiplying fifty percent of the monthly salary, in effect at the time of such termination, times the number of months remaining in the initial, and shall not be entitled to incentive compensation payments then in effect, prorated or otherwise.

Under the Campi Agreement, Mr. Campi earned approximately $42,081 and $82,299 for the three and six-months ended June 30, 2018, respectively; and $44,664 and $91,378 for three and six-months ended June 30, 2017, respectively.

(C)       Chairman Agreement

Effective September 1, 2016, the Company entered into a Chairman Agreement with Mr. Kohen (the “Chairman’s Agreement”), to serveas the Company’s Executive Chairman and Chairman of the Board. The Chairman’s Agreement provides that Mr. Kohen will serve for an initial term of three years, which may be renewed by the mutual agreement of Mr. Kohen and the Company. Subject to other customary terms and conditions of such agreements, the Chairman’s Agreement provides that Mr. Kohen will receive (a) a base salary of $250,000 per year, which may be adjusted each year at the discretion of the Board; (b) stock compensation equal to 340,000 shares of Common Stock per year, which shall vest on January 1 of the following year (the “Chairman Compensation Shares”); (c) a sign-on bonus of 120,000 shares of Common Stock, which shall vest in its entirety on January 1, 2020; (d) supplemental bonus compensation of stock options to purchase up to 4,000,000 shares of Common Stock at an exercise price ranging between $3.00 and $5.00 per share, determined based on the achievement of specified market capitalizations of the Company; and (e) incentive compensation equal to one half of one percent (0.50%) of the Company’s gross revenue paid in cash, stock or options on an annual basis. Pursuant to the Chairman’s Agreement, if terminated without cause during the initial term, the Company shall pay to Mr. Kohen (i) an amount calculated by multiplying the monthly salary, at the time of such termination, times the number of months remaining in the initial term, and (ii) all unpaid incentive compensation then in effect. In addition, the sign-on shares of Common Stock shall immediately vest, and the Chairman Compensation Shares shall vest on a pro rata basis based on the number of days served under the Chairman’s Agreement and the number of days from the beginning of the initial term through August 31, 2019. For any other termination during the initial term, Mr. Kohen shall receive payment, at the then current rate, through the date termination is effective.

Under the Chairman’s Agreement, Mr. Kohen earned approximately $75,088 and $149,750 for the three and six-months ended June 30, 2018, respectively; and $92,654 and $167,814 for three and six-months ended June 30, 2017, respectively.

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(D)       Employee Agreement – President

Effective August 17, 2016, the Company entered into an Executive Employment Agreement with Mr. Wells (the “Wells Agreement”), to serve as the Company’s President. The Wells Agreement provides that Mr. Wells will serve for an initial term of three years, which may be renewed by the mutual agreement of Mr. Wells and the Company. Subject to other customary terms and conditions of such agreements, the Wells Agreement provides that Mr. Wells will receive (a) a base salary of $250,000 per year, which may be adjusted each year at the discretion of the Board; (b) 1,025,000 shares of Common Stock, which shall vest on January 1, 2019 (the “Wells Compensation Shares”); (c) a sign-on bonus of 120,000 shares of Common Stock, which shall vest in its entirety to Mr. Wells on January 1, 2018; and (d) incentive compensation equal to one quarter of one percent (0.25%) of the Company’s net revenue, paid in cash on an quarterly basis. Pursuant to the Wells Agreement, if terminated without cause during the initial term, the Company shall pay to Mr. Wells (i) an amount calculated by multiplying the monthly salary, at the time of such termination, times the number of months remaining in the Initial Term, and (ii) all unpaid incentive compensation then in effect. In addition, the sign-on bonus shares of Common Stock shall immediately vest, and the Wells Compensation Shares shall vest ona pro ratabasis based on the number of days served under the Wells Agreement and the number of days in the vesting period. For any other termination during the initial term, Mr. Wells shall receive payment of salary, at the then current rate, and all due but unpaid incentive compensation through the date termination is effective.

Under the Wells Agreement, Mr. Wells earned approximately $67,081 and $132,299 for the three and six-months ended June 30, 2018, respectively; and $71,333 and $144,970 for three and six-months ended June 30, 2017, respectively.

(D)       Employment Agreement – Chief Operating Officer

Ms. Barron entered into a three-year Executive Employment Agreement, effective as of September 1, 2016 (the “Barron Agreement”). Under the terms of the Barron Agreement, Ms. Barron will receive (a) an annual salary of $120,000, and (b) incentive compensation equal toone-quarter of one percent (0.25%) of net revenue,paid in cash on a quarterly basis. In addition, The Board granted Ms. Barron (i) options to purchase up to 200,000 shares of Common Stock at $0.60 per share, which vested on November 15, 2015; (ii) options to purchase up to 150,000 shares of Common Stock at $1.20, which vested on November 15, 2016; and (iii) options to purchase up to 150,000 shares of Common Stock at $1.80, which will vest on November 15, 2017.

Under the Barron Agreement, Ms. W earned approximately $67,081 and $132,299 for the three and six-months ended June 30, 2018, respectively; and $36,670 and $77,340 for three and six-months ended June 30, 2017, respectively.

NOTE 13 SUBSEQUENT EVENTS

Events subsequent to June 30, 2018 have been evaluated through August 14, 2018, the date these statements were available to be issued, to determine whether they should be disclosed to keep the financial statements from being misleading.  Management found no subsequent event to be disclosed.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, all references to “SQL Technologies Corp,” the “Company,” “we,” “us” or “our” include SQL Technologies Corp. and its subsidiaries. This management’s discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 2, 2018 and related notes contained in Part I, Item 1 of this Quarterly Report.

Forward-Looking Statements

The information set forth in this Quarterly Report contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in SQL Technologies Corp.’s revenues and profitability, (ii) prospective business opportunities and (iii) our strategy for financing its business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, objectives and expectations for future operations. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of the Company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Quarterly Report.

US Dollars are denoted herein by “USD”, “$” and “dollars”.

Overview

We are a company engaged in the business of developing proprietary technology that enables a quick and safe installation of electrical fixtures, such as ceiling and wall lights and ceiling fans, by the use of a weight bearing power plug affixed into ceiling and wall electrical junction boxes. Our patented technology consists of a fixable socket and a revolving plug for conducting electric power and supporting an electrical appliance attached to a wall or ceiling. The socket is comprised of a non-conductive body that houses conductive rings connectable to an electric power supply through terminals in its side exterior. The plug, also comprised of a non-conductive body that houses corresponding conductive rings, attaches to the socket via a male post and is capable of feeding electric power to an appliance. The plug also includes a second structural element allowing it to revolve with a releasable latching which, when engaged, provides a retention force between the socket and the plug to prevent disengagement. The socket and plug can be detached by releasing the latch, disengaging the electric power from the plug. The socket is designed to replace the support bar incorporated in electric junction boxes, and the plug can be installed in light fixtures, ceiling fans and wall sconce fixtures.

We currently manufacture and sell ceiling fans and lighting fixtures branded with the General Electric logo and manufactured under General Electric’s strict guidance, pursuant to the License Agreement between us and General Electric. Our ceiling fans and lighting fixtures are manufactured by several well-established factories in the Peoples Republic of China. Most, if not all, of these factories have been in business for over 20 years and follow strict human rights and sustainability protocols.

In December 2016, the SQL Technology was included in the 2017 National Electrical Code (NEC).

The Company is currently in the process of transitioning its products portfolio to advanced “smart” technologies, along with a new sales methods and marketing strategy, which will include unique, innovative advanced technologies.

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Results of Operations - For the Three-Months Ended June 30, 2018 Compared to the Three-Months Ended June 30, 2017

	For the Three-Months Ended-Unaudited
	June 30, 2018	June 30, 2017	$ Change	% Change
Revenue	$      2,262,841	$      2,504,751	$   (241,910)	(9.7%)
Cost of Sales	(1,875,366)	(1,969,977)	94,611	(4.8%)
Gross Profit	387,475	534,774	(147,299)	(27.5%)
Selling, general and administrative expenses	2,386,051	1,425,629	960,422	67.4%
Depreciation and amortization	469,699	622,722	(153,023)	(24.6%)
Total operating expenses	2,855,750	2,048,351	807,399	39.4%
Loss from Operations	(2,468,275)	(1,513,577)	(954,698)	63.1%
Other Income / (Expense)
Interest expense	(98,154)	(80,769)	(17,385)	21.5%
Derivative expenses	(1,809,254)	(197,869)	(1,611,385)	814.4%
Change in fair value of embedded derivative liabilities	505,261	502,252	3,009	0.6%
Loss on debt extinguishment - net	0	(630,000)	630,000	(100.0%)
Gain on exchange	(1)	0	(1)
Other income	4,209	4,419	(210)	(4.8%)
Total other expense - net	(1,397,939)	(401,967)	(995,972)	247.8%
Net Income (loss) including noncontrolling interest	(3,866,214)	(1,915,544)	(1,950,670)	101.8%
Less: net loss attributable to noncontrolling interest	-	-	-	-
Net income (loss) attributed to SQL Technologies Corp.	(3,866,214)	(1,915,544)	(1,950,670)	101.8%
Net Income (Loss) per share - basic and diluted	$           (0.073)	$             (0.04)	$      (0.033)	82.0%

Revenue

Net revenue was $2,262,841 for the three-months ended June 30, 2018 compared to revenue of $2,508,281 for the three-months ended June 30, 2017. The Company is in the process of transitioning its product mix to incorporate its proprietary “SkyPlug” technology. Year-to-date net revenues increased for the six-month period ended June 30, 2018 – See Results of Operations - For the Six-Months ended June 30, 2018 Compared to the Six-Months Ended June 30, 2017).

Cost of Sales

We had a cost of sales of $1,875,366 for the three-months ended June 30, 2018, as compared to $1,979,888 for the same period in 2017. The decrease is associated with the decrease in sales. 

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Gross Profit

We had gross profit of $387,475 for the three-months ended June 30, 2018 as compared to gross profit of $528,393 for the same period in 2017. Gross profit as a percentage of sales was negatively impacted by the adoption of the new accounting standard ASC 606 – Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) – which impacted the timely recognition of sales returns and allowances.

Selling, General and Administrative Expenses

Selling, general and administrative expense (SG&A) increased $807,399 to $2,855,750 during the three-months ended June 30, 2018 from $2,048,351 for the three-months ended June 30, 2017.

The increase was primarily due to non-cash stock compensation charges of $930,407 consisting of: 

· $300,000 related to the vesting of share grants associated with employment contracts of a Company executive that was entered into in 2017. See Note 11(A)(5).

· $180,407 related to option expense compensation. See Note 11(D).

· $450,000 related to the Company’s $10,000,000 Line of Credit. See Note 11(A)(6).

· Such increases were partially offset by lower depreciation and amortization charges of $153,023.  

Excluding these non-cash charges, SG&A increased by $30,015.

Loss from Operations 

Loss from operations increased $954,698 to $2,468,275 during the three-month period ended June 30, 2018, from $1,541,389 for the same period in 2017. The increased loss was primarily due to the non-cash charges in SG&A, as described above, and a decrease of gross profit of $147,299.

Other Income (Expense)

Total other expenses, mostly non-cash amortization charges, increased $995,972 to $1,397,939 for the three-month period ended June 30, 2018. The increase is primarily due to non-cash derivative charges totaling $1,809,254 during the second quarter of 2018 compared to $197,869 during the same period in 2017. This increase was offset by a Loss on Debt extinguishment of $630,000 in previously year period.

Net Loss and Net Loss per Share 

The Company incurred a net loss for the three-month period ended June 30, 2018 of $3,866,214, or $0.073 per share, as compared to net loss of $1,915,544 or $0.040 per share the three-month period ended June 30, 2017.

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Results of Operations - For the Six-Months ended June 30, 2018 Compared to the Six-Months Ended June 30, 2017

	For the Six-Months Ended-Unaudited
	June 30, 2018	June 30, 2017	$ Change	% Change
Revenue	$      5,400,901	$      5,122,097	$     278,804	5.4%
Cost of Sales	(4,304,667)	(3,981,226)	(323,441)	8.1%
Gross Profit	1,096,234	1,140,871	(44,637)	(3.9%)
Selling, general and administrative expenses	4,390,680	2,573,025	1,817,655	70.6%
Depreciation and amortization	939,293	1,228,408	(289,115)	(23.5%)
Total operating expenses	5,329,973	3,801,433	1,528,540	40.2%
Loss from Operations	(4,233,739)	(2,660,562)	(1,573,177)	59.1%
Other Income / (Expense)
Interest expense	(181,723)	(142,298)	(39,425)	27.7%
Derivative expenses	(1,809,254)	(2,259,028)	449,774	(19.9%)
Change in fair value of embedded derivative liabilities	749,776	(13,015,170)	13,764,946	(105.8%)
Loss on debt extinguishment - net	0	(1,260,000)	1,260,000	(100.0%)
Gain on exchange	4,578	0	4,578
Other income	8,582	8,831	(248)	(2.8%)
Total other expense - net	(1,228,041)	(16,667,665)	15,439,624	(92.6%)
Net Income (loss) including noncontrolling interest	(5,461,780)	(19,328,227)	13,866,448	(71.7%)
Less: net loss attributable to noncontrolling interest	-	-	-
Net income (loss) attributed to SQL Technologies Corp.	(5,461,780)	(19,328,227)	13,866,448	(71.7%)
Net Income (Loss) per share - basic and diluted	$            (0.104)	$              (0.40)	$         0.296	(74.1%)

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Revenue

Net revenue increased to $5,400,901 for the six-months ended June 30, 2018, from net revenue of $5,122,097 for the six-months ended June 30, 2017. The Company is in the process of transitioning its product mix to incorporate its proprietary “SkyPlug” technology.

Cost of Sales

Cost of sales was $4,304,667 for the six-months ended June 30, 2018, as compared to $3,981,226 for the same period in 2017. The increase is associated with the increase in sales. 

Gross Profit

Gross profitwas $1,096,234 for the six-months ended June 30, 2018 as compared to gross profit of $1,140,871 for the same period in 2017.

Selling, General and Administrative Expenses

Selling, general and administrative expense (SG&A) increased $1,528,540 to $5,329,973 during the six-months ended June 30, 2018, from $3,801,433 for the six-months ended June 30, 2017.

The increase was primarily due to non-cash stock compensation charges of $1,831,475 consisting of: 

· $1,020,000 related to the vesting of share grants and stock compensation associated with employment contracts of several Company executives that were entered into in 2017-2018. See Note 11(A)(5).

· $361,475 related to option expense compensation. See Note 11(D).

· $450,000 related to the Company’s $10,000,000 Line of Credit. See Note 11(A)(6).

· Such increase was partially offset by lower depreciation and amortization charges of $289,115.

Excluding these non-cash charges, SG&A decreased by $13,820.

Loss from Operations 

Loss from operations increased $1,573,177 to $4,233,739 during the six-month period ended June 30, 2018, from $2,660,562 for the same period in 2017. The increased loss was primarily due to the non-cash charges in SG&A as described above.

Other Income (Expense)

Total other expenses, mostly non-cash charges, decreased $15,439,625 to $1,228,040 for the six-month period ended June 30, 2018. This decrease is primary attributed to a $13,764,946 positive impact related to the Change in Fair Value of Embedded Derivatives to a positive $746,776 from a charge of $13,015,170 for the six-month period ended June 30, 2018 and 2017, respectively.

The decrease is also related to the decrease of non-cash derivative charges of $449,774 to $1,809,254 from $2,259,028 for the six-month period ended June 30, 2018 and 2017, respectively.

Additionally, the Company’s interest expense increased by $39,425 to $181,723 for the six-month period ended June 30, 2018, from $142,298 for the six-month period ended June 30, 2017.

Net Loss and Net Loss per Share 

The Company incurred a net loss for the six-month period ended June 30, 2018 of $5,461,779, or $0.104 per share, as compared to net loss of $19,328,227 or $0.40 per share the three-month period ended June 30, 2017.

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Liquidity and Capital Resources

As of June 30, 2018, the Company had $3,980,158 in cash and cash equivalents. As the Company continues to develop its revenue base, it has raised additional funds through the sale of its Common Stock and arranged a $10,000,000 Line of Credit to support the Company’s working capital needs. As of June 30, 2018, the Company had $5,056,475 available under the Line of Credit, which expires January 10, 2019. The Company may need to raise additional capital or arrange alternative financing to replace the expiring facility and fund its working capital needs. It currently has no such financing commitment in place.

For the six-month period ended June 30, 2018, the Company used $2,227,977 of cash for operations as compared with $2,166,240 used for the same period in 2017. The increase in cash used for operations was primarily due to the increase product design, research, development, and to a lesser extent an increase in other operating expenses.

For the six-month period ended June 30, 2018, the Company used $31,486 for investing activities as compared with $105,255 used for the same period in 2017. The investments in 2018 were for patents costs. In 2017 the investments consisted of $36,435 for patents and $68,820 for the purchase of equipment.

Cash flows provided from financing activities amounted to $1,361,901 in cash and cash equivalents for the for the six-month period ended June 30, 2018 as compared with $5,346,167 during the same period in 2017. During 2018 the Company had net proceeds from the Line of Credit of $1,367,215 and paid dividends to preferred shareholders of $65,103. This compares with the same period in 2017 which the Company had net payments on the Line of Credit of $1,655,178 and preferred dividends paid of $85,745. In 2017, the Company had cash proceeds from various equity instruments of $5,365,000.

As a result of the above operating, investing and financing activities, the Company’s cash and cash equivalents for the six-month ended June 30, 2018 decreased $897,562 compared to an increase in cash and cash equivalents of $3,074,672 during the same period in 2017. The Company had $3,980,158 in cash and cash equivalents at June 30, 2018, as compared to $7,200,560 at June 30, 2017. 

The Company had a working capital deficit of $29,515,680 as of June 30, 2018, as compared to $23,271,348 as of December 31, 2017, which includes $20,235,232 and $19,175,754 in derivative liabilities, respectively.

A majority of the Company’s sales do not require the Company to take delivery of inventory. Production of such inventory comprised of SQL Technology and fixtures will be originated upon receipt of FOB (free on board) purchase contracts from customers. Upon the completion of each purchase contract, the finished products will be transported from the manufacturer directly to the ports and loaded on vessels secured by the customer, upon which time the products become the property of the customer.

U.S. Federal Income Tax Reform Could Adversely Affect Us

On December 22, 2017, President Trump signed into law the “Tax Cuts and Jobs Act” (TCJA) that significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, includes changes to U.S. federal tax rates to 21 percent from 35 percent, imposes significant additional limitations on the deductibility of interest, allows for the expensing of capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. We are currently evaluating the impact of the TCJA; we do not expect tax reform to have a material impact on our financial position, results of operations or cash flows.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, management uses adjusted net income (loss) to evaluate operating and financial performance and believes the measure is useful to investors because it eliminates the impact of certain noncash and/or other items that management does not consider to be indicative of the Company’s performance from period to period. Management also believes this non-GAAP measure is useful to investors to evaluate and compare the Company’s operating and financial performance across periods, as well as facilitating comparisons to others in the Company’s industry.

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss), plus interest income; interest expense; depreciation and amortization; unrealized derivative gains and losses, non-recurring income and expenses, and stock-based compensation expense. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in Adjusted EBITDA.

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These non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with generally accepted accounting principles in the United States of America. These non-GAAP financial measures exclude significant expenses and income that are required by accounting principles generally accepted in the United States of America (“GAAP”) to be recorded in the company’s financial statements and are subject to inherent limitations. Investors should review the reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures that are included below.

The following table presents a reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure, for each of the periods presented:

	Six-months Ended June 30,
	2018			2017
Adjusted EBITDA reconciliation to Net Income (Loss):
Net (loss) income	$	(5,461,780	)	$	(19,328,227	)
Other Income / (Expense)
Stock compensation – related parties		(1,020,000	)
Stock options issued – related parties		(361,475	)
Depreciation and amortization(1)		(939,293	)		(1,252,549	)
Interest expense		(181,723	)		(142,298	)
Derivative expenses		(1,809,254	)		(2,259,028	)
Change in fair value of embedded derivative liabilities		749,776			(13,015,171	)
Loss on debt extinguishment – net(2)					(1,260,000	)
Stock issued for services		(450,000	)
Gain on exchange		4,578
Other income		8,582			8,831
Total adjustment		(3,998,809	)		(17,920,215	)
Adjusted EBITDA		(1,462,971	)		(1,408,012	)
Net Income (Loss) per share - basic and diluted	$	(0.027	)		(0.029	)

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The following table presents a reconciliation of Adjusted Accumulated deficit reconciliation for each of the periods presented:

	Six-months Ended			Year Ended December 31,
Account	6/30/2018			2017			2016			2015			2014			2013
Adjusted Accumulated deficit reconciliation to Net Income (Loss):
Accumulated deficit	$	(173,577,598	)	$	(168,050,716	)	$	(141,182,294	)	$	(42,703,470	)	$	(15,813,260	)	$	(8,519,517	)
Other Income / (Expense)
Depreciation and amortization(1)		(10,846,258	)		(9,906,965	)		(7,409,557	)		(4,926,954	)		(2,457,705	)		(2,689	)
Loss on impairment		(600,000	)		(600,000	)
Interest expense		(2,447,641	)		(2,265,917	)		(1,971,183	)		(990,317	)		(516,839	)		(27,669	)
Derivative expenses		(13,212,322	)		(11,403,068	)		(11,403,068	)		(1,724,678	)		(1,724,678	)		(1,156,193	)
Change in fair value of embedded derivative liabilities		(76,466,092	)		(77,215,868	)		(62,802,676	)		(19,168,194	)		248,102			34,181
Loss on debt extinguishment, net(2)		(42,402,067	)		(42,402,067	)		(41,142,067	)		(12,731	)		(12,731	)		(12,731	)
Warrant expense		(1,869,358	)		(1,869,358	)
Option expense		(2,365,068	)		(2,003,593	)
Amortization of Debt Discount		(4,164,687	)		(4,164,687	)		(4,164,687	)		(4,164,687	)		(1,782,646	)		(132,330	)
Common stock issued for service		(2,249,750	)		(1,229,750	)		(1,229,750	)		(375,000	)		(201,312	)		(125,000	)
Founder shareholders		(562,500	)		(562,500	)		(562,500	)		(562,500	)		(562,500	)		(562,500	)
Gain on debt settlement		(66,458	)		(66,458	)		(66,458	)		(66,458	)		(66,458	)		(66,458	)
Stock issued for services		(450,000	)
Gain on Debt Extinguishment		3,288,909			3,288,909			3,288,909			339,195			129,606			106,224
Other income		53,759			40,598			15,915			2,640			1,814			0
Total adjustment		(154,359,533	)		(150,360,724	)		(127,447,122	)		(31,649,683	)		(6,945,348	)		(1,945,165	)
Total Adjusted Accumulated deficit	$	(19,218,065)		$	(17,689,992	)	$	(13,735,172	)	$	(11,053,787	)	$	(8,867,912	)	$	(6,574,352	)

⁽¹⁾ Includes amortization of the GE License agreement of $894,801 for the six-months ended June 30, 2018. And $9,755,534; $7,324,415; $4,865,901; $2,424,160; and $0 for the years ended 2017 through 2013, respectively.

⁽²⁾ Primarily represents conversion of Convertible Notes into the Company’s Preferred Stock and Common Stock resulting in a $41,310,119 non-cash loss due to the difference between the conversion rate and the market value at the time of conversion, and a gain of $3,288,909 reflecting the cost basis of the Convertible Notes that were converted into Common Stock during the fourth quarter of 2016.

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Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements

Critical Accounting Policies and Estimates 

Critical Accounting Policies Included in the footnotes to the consolidated financial statements in this report is a summary of all significant accounting policies used in the preparation of our consolidated financial statements. Our consolidated financial statements are prepared in accordance with accounting methods and practices as required by accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. In particular, our critical accounting policies and areas in which we use judgment are revenue recognition, the estimated collectability of accounts receivable, the recoverability of obsolete or overstocked inventory, the impairment of assets that are our trademarks and goodwill, the recoverability of deferred tax assets and the measurement of retirement related benefits. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the following critical accounting policies involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.

Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.

Recently Issued Accounting Pronouncements

See Notes to the Consolidated Financial Statements in “Note 2 - Summary of Significant Accounting Policies, Recently Issued Accounting Pronouncements”.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer, who is also serving as our Principal Financial Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Principal Executive Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management including our Principal Executive Officer as appropriate to allow timely decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Changes in Internal Controls over Financial Reporting

No changes were made in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any pending legal proceedings.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

As previously reported, on or about May 14, 2018, the Company issued Stock Option Agreements representing all unissued grants from April 19, 2017 under the Company’s 2015 Stock Incentive Plan for an aggregate total of options to purchase up to 800,000 shares of Common Stock, and all unissued grants from April 26, 2018 under Company’s 2018 Stock Incentive Plan (the “2018 Plan”) for an aggregate total of options to purchase up to 1,000,000 shares of Common Stock. Also, on or about May 14, 2018, the Company executed a Stock Award Agreement for 100,000 shares of Common Stock granted and vested on April 26, 2018 under the 2018 Plan. As an clarification of the Company’s prior disclosure, as of May 14, 2018, the Company had executed Stock Option Agreements and the Stock Award Agreement for the foregoing grants, but as of the date hereof has not obtained countersignatures from the grantees to all such agreements. On or about May 14, 2018, the Company effectively issued, in the aggregate, options to purchase up to 1,800,000 shares of our Common Stock, with 610,000 of such options having vested on June 30, 2017 with an exercise price of $3.00 per share; 676,667 of such options having vested on December 31, 2017 with exercise prices ranging from $3.00 to $4.00 per share; 100,000 of such options having vested on April 26, 2018 with an exercise price of $3.00 per share; 246,667 of such options vesting on December 31, 2018 with exercise prices ranging from $3.00 to $4.00 per share; and 166,666 of such options vesting on December 31, 2019 with an exercise price of $5.00 per share. No option awards made pursuant to the 2018 Plan may be exercised until the 2018 Plan is approved of a majority of the Company’s shareholders.

Also on or about May 14, 2018, the Company granted non-qualified stock options to purchase up to 600,000 shares of Common Stock under the 2018 Plan at $5.00 per share, to a consultant performing capital fundraising activities for the Company. Pursuant to such grant, options to purchase up to 100,000 of such shares of Common Stock vested on or prior to the date of the grant, with the remaining shares to vest upon the closing of an equity transaction by said consultant in amounts determined based on the size of such equity transaction (specifically, options to purchase shares of Common Stock equal to up to: 200,000 shares for an equity raise of between $20,000,000 and $29,999,999; 300,000 shares for an equity raise of between $30,000,000 and $39,999,999; 400,000 shares for an equity raise of between $40,000,000 and $49,999,999; and 500,000 shares for an equity raise of $50,000,000 or more).

On June 28, 2018, the Company issued 150,000 shares of Common Stock to a financial institution in connection with an extension of the Line of Credit.

The transactions described above were exempt from registration under the Securities Act of 1933, as amended, as transactions not involving a public offering. No proceeds were received in connection with the foregoing transactions.

Item 3. Defaults upon Senior Securities

None.

Item 5. Other Information

None.

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Item 6. Exhibits

No.	Description of Exhibit	Note
3.1	Articles of Incorporation of the Company, as amended.	(3)
3.2	Certificate Of Designation of Rights, Preferences and Privileges of Series A Convertible Preferred Stock.	(4)
3.3	The Company’s Bylaws	(2)
31.1	Certification of Principal Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	(1)
31.2	Certification of Principal Financial and Accounting Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	(1)
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	(1)
32.2	Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	(1)
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the three-months ended June 30, 2018 are formatted in XBRL (eXtensible Business Reporting Language):  (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Stockholders’ Equity (Deficit), (iv) the Statements of Cash Flows,  and (iv) the Notes to the Financial Statements.	(1)

* Indicates management contract or compensatory plan or arrangement.

(1) Filed herewith.

(2) Incorporated by reference from the Company’s registration statement on Form S-1 filed with the SEC on August 1, 2014 and, declared effective on October 22, 2014.

(3) Incorporated by reference from the Company’s quarterly report on Form 10-Q filed with the SEC on November 14, 2016.

(4) Incorporated by reference to the Company’s quarterly report on Form 10-Q filed with the SEC on August 15, 2016

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SQL TECHNOLOGIES CORP.
By:	/s/ John P. Campi
	John P. Campi
	Chief Executive Officer
	(Principal Executive Officer)
	(Principal Accounting Officer)
	August 14, 2018

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