10-Q

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 EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2024

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

Commission File Number: 000-52140

TURNONGREEN, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-5648820
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1421 McCarthy Blvd, Milpitas, CA	95035	(510) 657-2635
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

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 accelerated Filer	¨ Accelerated Filer
x Non-accelerated Filer	x Smaller reporting company
	¨ Emerging growth company

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

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 183,943,705 shares of common stock as of August 12, 2024.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheet as of June 30, 2024, and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024, and 2023	4
	Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2024, and 2023	5
	Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2024, and 2023	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

TURNONGREEN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2024			December 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	63,000		$	21,000
Accounts receivable		629,000			966,000
Inventories		1,078,000			1,339,000
Prepaid expenses		730,000			630,000
TOTAL CURRENT ASSETS		2,500,000			2,956,000
Property and equipment, net		317,000			358,000
Right-of-use assets		853,000			1,133,000
Other noncurrent assets		270,000			270,000
TOTAL ASSETS	$	3,940,000		$	4,717,000
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	630,000		$	1,058,000
Dividends payable		3,678,000			2,667,000
Accrued legal contingencies		1,066,000			1,066,000
Accrued expenses and other current liabilities		454,000			525,000
Operating lease liability, current		597,000			619,000
Related party notes and advances payable		4,000,000			2,472,000
TOTAL CURRENT LIABILITIES		10,425,000			8,407,000
LONG TERM LIABILITIES
Operating lease liability, non-current		349,000			631,000
Other long term liabilities		136,000			105,000
TOTAL LIABILITIES		10,910,000			9,143,000
COMMITMENTS AND CONTINGENCIES (NOTE 16)
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share as of June 30, 2024, and December 31, 2023, respectively		25,000,000			25,000,000
SHAREHOLDERS’ DEFICIT:
Common Stock, par value $0.001 a share; 2,000,000,000 shares authorized as of June 30, 2024, and December 31, 2023: 183,943,705 shares issued and outstanding on June 30, 2024, and 183,941,422 as of December 31, 2023, respectively		184,000			184,000
Additional paid-in capital		13,504,000			13,504,000
Accumulated deficit		(45,658,000	)		(43,114,000	)
TOTAL SHAREHOLDERS’ DEFICIT		(31,970,000	)		(29,426,000	)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT	$	3,940,000		$	4,717,000

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

3

TURNONGREEN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue	$	1,236,000		$	724,000		$	2,461,000		$	1,600,000
Cost of revenue		668,000			775,000			1,335,000			1,292,000
Gross profit		568,000			(51,000	)		1,126,000			308,000
Operating expenses:
General and administration		843,000			1,196,000			1,596,000			2,053,000
Selling and marketing		333,000			420,000			693,000			812,000
Research and development		102,000			88,000			213,000			207,000
Total operating expenses		1,278,000			1,704,000			2,502,000			3,072,000
Operating loss		(710,000	)		(1,755,000	)		(1,376,000	)		(2,764,000	)
Other expense:
Interest expense, related party		88,000			87,000			157,000			89,000
Total other expense		88,000			87,000			157,000			89,000
Net loss		(798,000	)		(1,842,000	)		(1,533,000	)		(2,853,000	)
Preferred Dividends		(511,000	)		(506,000	)		(1,011,000	)		(1,006,000	)
Net loss available to common shareholders	$	(1,309,000	)	$	(2,348,000	)	$	(2,544,000	)	$	(3,859,000	)
Net loss per common share basic and diluted:	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average common shares, basic and diluted		183,943,640			172,694,837			183,942,957			172,694,837

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

4

TURNONGREEN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Unaudited)

THREE MONTHS ENDED JUNE 30, 2024

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance, April 1, 2024		183,943,622		184,000		13,504,000		(44,349,000	)		(30,661,000	)
Common stock issued upon exercise of warrants		83
Preferred dividends		-		-		-		(511,000	)		(511,000	)
Net loss		-		-		-		(798,000	)		(798,000	)
Balance, June 30, 2024		183,943,705	$	184,000	$	13,504,000	$	(45,658,000	)	$	(31,970,000	)

THREE MONTHS ENDED JUNE 30, 2023

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance, April 1, 2023		172,694,837	$	173,000	$	13,421,000	$	(37,763,000	)	$	(24,169,000	)
Contribution from Parent		-				39,000		-			39,000
Preferred dividends		-		-		-		(506,000	)		(506,000	)
Net loss		-		-		-		(1,842,000	)		(1,842,000	)
Balance, June 30, 2023		172,694,837	$	173,000	$	13,460,000	$	(40,111,000	)	$	(26,478,000	)

SIX MONTHS ENDED JUNE 30, 2024

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance, January 1, 2024		183,941,422		184,000		13,504,000		(43,114,000	)		(29,426,000	)
Common stock issued upon exercise of warrants		2,283		-		-		-			-
Preferred dividends		-		-		-		(1,011,000	)		(1,011,000	)
Net loss		-		-		-		(1,533,000	)		(1,533,000	)
Balance, June 30, 2024		183,943,705	$	184,000	$	13,504,000	$	(45,658,000	)	$	(31,970,000	)

SIX MONTHS ENDED JUNE 30, 2023

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance, January 1, 2023		172,694,837		173,000		12,691,000		(36,252,000	)		(23,388,000	)
Contribution from parent		-		-		730,000					730,000
Fair value of warrants issued		-		-		39,000					39,000
Preferred dividends		-		-		-		(1,006,000	)		(1,006,000	)
Net loss		-		-		-		(2,853,000	)		(2,853,000	)
Balance, June 30, 2023		172,694,837	$	173,000	$	13,460,000	$	(40,111,000	)	$	(26,478,000	)

5

TURNONGREEN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	For the Six Months June 30,
Cash flows from operating activities:	2024			2023
Net loss	$	(2,544,000	)	$	(3,859,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		48,000			45,000
Amortization of right-of-use assets		282,000			258,000
Amortization of debt and warrant discounts		-			85,000
Inventory adjustment		48,000			317,000
Allocation of parent company overhead		-			153,000
Changes in operating assets and liabilities
Accounts receivable		337,000			515,000
Prepaid expenses and other assets		(102,000	)		(23,000	)
Inventory		213,000			99,000
Accounts payable		(428,000	)		85,000
Accrued expenses and other current liabilities		(71,000	)		(271,000	)
Dividends payable		1,011,000			1,006,000
Operating lease liabilities		(273,000	)		33,000
Net cash used in operating activities		(1,479,000	)		(1,557,000	)
Cash flows from investing activities:
Purchase of property and equipment		(7,000	)		(14,000	)
Cash used in investing activities		(7,000	)		(14,000	)
Cash flows from financing activities:
Proceeds from related party advances, net of payments		1,528,000			714,000
Proceeds from contribution from parent		-			577,000
Proceeds from issuance of warrants		-			39,000
Proceeds from note payable		-			211,000
Net cash provided by financing activities		1,528,000			1,541,000
Net decrease in cash and cash equivalents		42,000			(30,000	)
Cash at beginning of period		21,000			95,000
Cash at end of period	$	63,000		$	65,000

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

6

TURNONGREEN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

1. DESCRIPTION OF BUSINESS

Overview

TurnOnGreen, Inc. (formerly known as Imperalis Holding Corp.), a Nevada Corporation (“TOG”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies (“TOGT,” or collectively, the “Company”), is an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products company. The Company designs, develops, manufactures and sells highly engineered, feature-rich, high-grade power conversion systems and power system solutions for mission-critical applications and processes electronic products as well as EV charging solutions to diverse industries, markets and sectors including e-Mobility, medical, military, telecommunications, and industrial.

TOG was incorporated in Nevada on April 5, 2005, and is a subsidiary of Ault Alliance, Inc. a Delaware corporation (the “Parent” or “Ault”) and currently operates as a reporting segment of Ault. On December 21, 2023, the Company changed its legal name from “Imperalis Holding Corp.” to “TurnOnGreen, Inc.”  pursuant to a certificate of amendment to its Articles of Incorporation filed with the Nevada Secretary of State on December 21, 2023. The Company also amended and restated its bylaws on January 11, 2024, to reflect the change in its name. The principal executive offices of the Company are located at 1421 McCarthy Blvd., Milpitas, California 95035, its telephone number is (510) 657-2635 and its corporate website is www.turnongreen.com.

2. LIQUIDITY AND GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring operating and net losses that have not provided sufficient cash flows. Management believes that the Company will continue to incur operating and net losses each quarter until at least the time it begins significant deliveries of its products. The Company’s inability to continue as a going concern could have a negative impact on the Company, including its ability to obtain needed financing. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. Although management believes that such capital sources will be available, there can be no assurances that financing will be available to the Company when needed in order to allow the Company to continue its operations, or if available, on terms acceptable to the Company. The condensed consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited and reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for interim periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on April 11, 2024.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 11, 2024. 

The Company does not expect that any recently issued accounting guidance will have a significant effect on its condensed consolidated financial statements.  

7

4. REVENUE DISAGGREGATION

The Company’s disaggregated revenues consisted of the following:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Primary Geographical Markets
North America	$	1,180,000	$	542,000	$	2,337,000	$	1,326,000
Europe		10,000		-		14,000		-
Other		46,000		182,000		110,000		274,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000
Major Goods
Power supply units	$	1,089,000	$	645,000	$	2,230,000	$	1,470,000
EV chargers		147,000		79,000		231,000		130,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000
Timing of Revenue Recognition
Revenue recognized over time	$	10,000	$	3,000	$	19,000	$	6,000
Goods transferred at a point in time		1,226,000		721,000		2,442,000		1,594,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000

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

	For the Three Months Ended June 30, 2024					For the Six Months Ended June 30, 2024
	Total Revenue		Percentage of			Total Revenue		Percentage of
	by Major		Total Company			by Major		Total Company
	Customers		Revenue			Customers		Revenue
Customer A	$	414,000		34	%	$	824,000		33	%

	For the Three Months Ended June 30, 2023					For the Six Months Ended June 30, 2023
	Total Revenue		Percentage of			Total Revenue		Percentage of
	by Major		Total Company			by Major		Total Company
	Customers		Revenue			Customers		Revenue
Customer A	$	173,000		24	%	$	236,000		15	%
Customer B	$	115,000		16	%	$	190,000		15	%
Customer C	$	99,000		14	%	$	241,000		12	%

8

5. TRADE RECEIVABLES

The following table provides the percentage of total trade receivables attributable to a single customer that accounted for 10% or more of the Company’s outstanding receivables:

	As of			As of
	June 30, 2024			December 31, 2023
Customer A		22	%		35	%
Customer B		17	%		-	%
Customer C		-	%		18	%

6. PROPERTY AND EQUIPMENT, NET

As of June 30, 2024, and December 31, 2023, property and equipment consisted of the following: 

	June 30, 2024			December 31, 2023
Machinery and equipment	$	649,000		$	649,000
Leasehold improvements, furniture and equipment		220,000			217,000
EV chargers		145,000			141,000
Gross property and equipment		1,014,000			1,007,000
Less: accumulated depreciation and amortization		(697,000	)		(649,000	)
Property and equipment, net	$	317,000		$	358,000

Depreciation and amortization expense related to property and equipment was $17,000 and $23,000 for the three months ended June 30, 2024, and 2023, respectively. Depreciation and amortization expenses related to property and equipment was $48,000 and $33,000 for the six months ended June 30, 2024, and 2023, respectively.

7. INVENTORIES

As of June 30, 2024, and December 31, 2023, inventories consisted of: 

	June 30, 2024		December 31, 2023
Raw materials, parts and supplies	$	467,000	$	878,000
Finished products		611,000		461,000
Total inventories	$	1,078,000	$	1,339,000

8. LEASES

Office and Warehouse Leases and Sublease

During the six months ended June 30, 2024, and 2023 the Company was a lessee as well as a sublessor for a certain office space lease. No residual value guarantees have been provided by the sublessee and the Company recognized $25,000 and $25,000 of income related to the sublease for the three months ended June 30, 2024, and 2023, respectively. The Company recognized $50,000 and $36,000 of income related to the sublease for the six months ended June 30, 2024, and 2023, respectively. Fixed sublease payments received are recognized on a straight-line basis over the sublease term and netted against operating lease expenses.

The components of net operating lease expenses, recorded within operating expenses on the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2024, and 2023, were as follows:

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Operating lease cost	$	162,000		$	324,000
Less: Sublease income		(25,000	)		(50,000	)
Total	$	137,000		$	274,000

	Three Months Ended June 30, 2023			Six Months Ended June 30, 2023
Operating lease cost	$	162,000		$	324,000
Less: Sublease income		(25,000	)		(36,000	)
Total	$	137,000		$	288,000

9

9. RELATED PARTY TRANSACTIONS

The Company is a subsidiary of Ault, and as a result Ault is deemed a related party.

Allocation of General Corporate Expenses

Ault provides human resources, accounting and other services to the Company, which are included as allocations of these expenses.  The allocation method calculates an appropriate share of overhead costs by using Company revenue as a percentage of total revenue.  This method is reasonable and consistently applied.  Costs incurred in connection with the allocation of these costs are reflected in selling, general and administrative of $103,000 and $223,000 for the three months ended June 30, 2024, and 2023, respectively and $206,000 and $223,000 for the six months ended June 30, 2024, and 2023, respectively. As of June 30, 2024, and 2023, $206,000 and $70,000, respectively was recorded in Ault advance payable. As of June 30, 2023, $153,000 was recorded as Contribution from Parent in the statement of changes in shareholders’ deficit.

10

Ault has made capital contributions to the Company of $0 and $577,000 for general corporate purposes for the period ended June 30, 2024, and 2023, respectively. Total Contributions from Parent are $0 and $730,000 for the period ended June 30, 2024, and 2023, respectively.

Related Party Sales and Receivables 

The Company recognized related party sales revenue during each of the three and six months ended June 30, 2024, of $0, and $4,000 for each of the three and six-month periods ended June 30, 2023. As of June 30, 2024, and December 31, 2023, the Company had related party receivables of $0.

Related Party Notes and Advances Payable

Related party notes and advances payable were used for working capital purposes and on June 30, 2024, and December 31, 2023, were comprised of the following: 

	Interest rate	Due date	June 30, 2024		December 31, 2023
Ault advance payable	10%	-	$	3,928,000	$	2,407,000
Chief Executive Officer	14%	Default		46,000		51,000
Non-officer advance payable	-	-		26,000		14,000
Total related party notes and advances payable			$	4,000,000	$	2,472,000

The related party note payable accrues interest of 10%, has no fixed terms of repayment and is recorded as related party notes and advances payable.

Summary of interest expense, related party, recorded on the condensed consolidated statement of operations:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Interest expense, related party	$	88,000	$	87,000	$	157,000	$	89,000

10. COMMITMENTS AND CONTINGENCIES

Litigation Matters  

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

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

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

11

Non-cancelable Obligations

In the normal course of business, the Company enters non-cancelable obligations with certain parties to purchase services, such as technology equipment and subscription-based cloud service arrangements. As of June 30, 2024, and December 31, 2023, the Company had outstanding non-cancelable purchase obligations with terms of one year or longer aggregating of $30,000 and $36,000, respectively.

11. LOSS PER SHARE

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

The Company excluded the potential common stock equivalents outstanding from the calculation of diluted weighted average net loss per share for the three and six months ended June 30, 2024, and 2023, which would be anti-dilutive due to the net loss from continuing operations in those periods.

Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consisted of the following on June 30, 2024, and 2023:

	June 30,
	2024		2023
Warrants		140,961,864		1,000,000
Convertible notes		-		11,186,065
Convertible preferred stock		1,250,000,000		312,812,813
Total		1,390,961,864		324,998,878

12. SHAREHOLDERS’ DEFICIT

Authorized Capital 

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

Common Stock

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

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

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

13. REDEEMABLE SERIES A PREFERRED STOCK

There are 25,000 shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock has a stated value of $1,000, for an aggregate value of $25 million. The Series A Preferred Stock becomes redeemable in January 2026.

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

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14. WARRANTS

On April 29, 2024, the Company issued 24,954,170 warrants. Each warrant entitles the holder to purchase one share of common stock at a price of $.10 per share. Related parties received 7,082 of the warrants distributed.

15. SUBSEQUENT EVENTS

Convertible Redeemable Series A Preferred Stock

On August 9, 2024, the Company amended and restated its certificate of designations of rights and preferences of the Series A Convertible Redeemable Preferred Stock (“Preferred Stock”). Pursuant to the Series A Amendment, the holder of the preferred stock, which is a related party, is willing to waive all accrued and future dividends in exchange for an increase in the liquidation preference to 125%.

ELOC Purchase Agreement

On July 25, 2024, the Company entered into a purchase agreement (the “ELOC Purchase Agreement”) with GCEF Opportunity Fund, LLC (“GCEF”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to direct GCEF to purchase up to an aggregate of $25.0 million of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a resale registration statement registering the Common Stock for sale (the “Registration Statement”) the Company has the right to present GCEF with an advance notice (a “Draw Down Notice”) directing GCEF to purchase any amount of its Common Stock up to the Draw Down Limit (as described below).

The Draw Down Limit shall not exceed four hundred percent (400%) of the average daily trading volume for the 30 trading days immediately preceding the date the Company delivers the Draw Down Notice and the Common Stock at a per-share amount equal to 90% of the average daily closing price during the draw down pricing period (as defined in the ELOC Purchase Agreement), for an aggregate maximum amount of $25,000,000 (the “Aggregate Limit”).

The number of shares that the Company can issue to GCEF from time to time under the ELOC Purchase Agreement shall not be more than 4.99% of the number of Common Shares issued and outstanding as of the date of such proposed issuance.

Commitment Fee; Warrant

In consideration for GCEF’s execution of the ELOC Purchase Agreement, the Company is required to issue to GCEF, as a commitment fee, a number of Common Stock equivalent to 2.0% of the Aggregate Limit or $0.5 million (“Commitment Fee Shares”), payable either in cash or freely tradeable Common Stock on the first trading day after the end of each draw down pricing period.

The ELOC Purchase Agreement may be terminated by the Company at any time after commencement, at its discretion, provided, however, upon early termination we are required to issue the outstanding Commitment Fee shares to GCEF. Further, the ELOC Purchase Agreement will automatically terminate on the date that we sell, and GCEF purchases, the full $25,000,000 amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the ELOC Purchase Agreement.

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

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “approximate,” “might,” “budget,” “forecast,” “shall,” “project,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or our ability to successfully remediate the material weakness in our internal control over financial reporting in an appropriate and timely manner or at all, and the other factors described under “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K filed with the SEC on April 11, 2024. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.

Plan of Operations

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

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

On March 20, 2022, TOG entered into a Securities Purchase Agreement (the “Agreement”) with TurnOnGreen, Inc., a Nevada corporation (“TOGI”), a then wholly owned subsidiary of Ault. Pursuant to the Agreement, at the Closing, which occurred on September 6, 2022, the Parent delivered to us all of the outstanding shares of common stock of TOGI held by the Parent, and in consideration for the issuance by TOG to the Parent (the “Acquisition”) of an aggregate of 25,000 newly designated shares of Series A Preferred Stock (the “Series A Preferred Stock”), with each such share having a stated value of $1,000. The Series A Preferred Stock has an aggregate liquidation preference of $25 million, is convertible into shares of our common stock at the Parent’s option, is redeemable by the Parent, and entitles the Parent to vote with the common stock on an as-converted basis. Immediately following the Acquisition, TOGI became our wholly owned subsidiary, and subsequent thereto, TOGI was merged with and into our company, pursuant to which TOGI ceased to exist. TurnOnGreen continues to be led by its Chief Executive Officer and Chief Financial Officer, Amos Kohn and its President, Marcus Charuvastra.

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Results of Operations

For the Three Months Ended June 30, 2024, and 2023:

	2024			2023			Change ($)			Change (%)
Revenue	$	1,236,000		$	724,000		$	512,000			71	%
Cost of revenue		668,000			775,000			(107,000	)		-14	%
Gross (loss) profit		568,000			(51,000	)		619,000			1214	%
Operating expenses:
General and administrative		843,000			1,196,000			(353,000	)		-30	%
Selling and marketing		333,000			420,000			(87,000	)		-21	%
Research and development		102,000			88,000			14,000			16	%
Total operating expenses		1,278,000			1,704,000			(426,000	)		-25	%
Operating loss		(710,000	)		(1,755,000	)		1,045,000			60	%
Other expense:
Interest expense, related party		88,000			87,000			1,000			1	%
Total other expense		88,000			87,000			1,000			1	%
Net loss		(798,000	)		(1,842,000	)		1,044,000			57	%
Preferred dividends		(511,000	)		(506,000	)		(5,000	)		-1	%
Net loss available to common shareholders	$	(1,309,000	)	$	(2,348,000	)

Revenue and Gross (Loss) Profit

During the three-month period ended June 30, 2024, we had increased revenues of $512,000 and increased gross profits of $619,000 compared to the three-month period ended June 30, 2023, primarily due to increased sales of $403,000 from one of our significant higher margin defense industry customers during the three-month period ended June 30, 2024, compared to the three-month period ended June 30, 2023. The increase in gross profit during the three-month period ended June 30, 2024, was also impacted by a reduction in obsolete inventory expenses of $310,000 compared to the three months ended June 30, 2023.

Net Loss and Operating Expenses

During the three months ended June 30, 2024, our net loss decreased by $1,044,000 compared to the three-month period ended June 30, 2023, primarily due to the increase in gross profit as described above as well as by decreased legal expenses of $378,000 compared to the three-month period ended June 30, 2023.

For the Six Months Ended June 30, 2024, and 2023:

	2024			2023			Change ($)			Change (%)
Revenue	$	2,461,000		$	1,600,000		$	861,000			54	%
Cost of revenue		1,335,000			1,292,000			43,000			3	%
Gross (loss) profit		1,126,000			308,000			818,000			266	%
Operating expenses:
General and administrative		1,596,000			2,053,000			(457,000	)		-22	%
Selling and marketing		693,000			812,000			(119,000	)		-15	%
Research and development		213,000			207,000			6,000			3	%
Total operating expenses		2,502,000			3,072,000			(570,000	)		-19	%
Operating loss		(1,376,000	)		(2,764,000	)		1,388,000			50	%
Other expense:
Interest expense, related party		157,000			89,000			68,000			76	%
Total other expense		157,000			89,000			68,000			76	%
Net loss		(1,533,000	)		(2,853,000	)		1,320,000			46	%
Preferred dividends		(1,011,000	)		(1,006,000	)		(5,000	)		0	%
Net loss available to common shareholders	$	(2,544,000	)	$	(3,859,000	)

Revenue and Gross (Loss) Profit

During the six-month period ended June 30, 2024, we had increased revenues of $861,000 and increased gross profits of $818,000 compared to the six-month period ended June 30, 2023, primarily due to increased sales of $791,000 from one of our significant higher margin defense industry customers during the six-month period ended June 30, 2024, compared to the six-month period ended June 30, 2023. The increase in gross profit during the six-month period ended June 30, 2024, was also impacted by a reduction in obsolete inventory expenses of $262,000 compared to the six months ended June 30, 2023.

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Net Loss and Operating Expenses

During the six months ended June 30, 2024, our net loss decreased by $1,320,000 compared to the six-month period ended June 30, 2023, primarily due to the increase in gross profit as described above as well as by decreased legal expenses of $392,000, decreased marketing expenses of $114,000, and decreased consulting and audit expenses of $108,000 somewhat offset by an increase in salaries and benefits of $187,000 compared to the six-month period ended June 30, 2023.

Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have incurred recurring net losses and operations have not provided sufficient cash flows. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant deliveries of our products. Our inability to continue as a going concern could have a negative impact on our Company, including our ability to obtain needed financing. In view of these matters, there is substantial doubt about our ability to continue as a going concern. We intend to finance our future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. As of June 30, 2024, we had cash and cash equivalents of $0.1 million and negative working capital of $7.9 million.

Critical Accounting Estimates 

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. We believe in the quality and reasonableness of our critical accounting policies; however, materially different amounts may be reported under different conditions or using assumptions different from those that we have applied. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to valuation of inventories and accruals of certain liabilities.

Recently Issued Accounting Pronouncements

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a significant effect on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Because we are a smaller reporting company, this section is not applicable.

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ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2024, our management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based upon their evaluation, our principal executive officer and our principal financial officer concluded that, solely as a result of the material weaknesses identified by management and described below, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses, which have caused management to conclude that as of September 30, 2023, our internal control over financial reporting (“ICFR”) was not effective at the reasonable assurance level:

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

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

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

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

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

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

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Remediation

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

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

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

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

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

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

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

ITEM 1A. RISK FACTORS.

Because we are a smaller reporting company, this section is not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES OR USE OF PROCEEDS. 

Set forth below is information regarding the securities sold during the quarter ended June 30, 2024, that were not registered under the Securities Act: 

Date of Sale	Title of Security	Number Sold		Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, terms of exercise or conversion
June 10, 2024	Common stock		83	Common stock for warrants	Section 4(a)(2) of the Securities act	$	0.10

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

Exhibit No.	Exhibit Description
3.1	Amended and Restated Articles of Incorporation.  Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 31, 2023.
3.2	Certificate of Amendment filed with the Nevada Secretary of State on December 21, 2023. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed January 18, 2024.
3.3	By-Laws. Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed April 13, 2021.
3.4	Amended and Restated Bylaws of the Company as of January 11, 2024. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed January 18, 2024.
3.5	Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 6, 2022.
3.6	Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock, filed with the Nevada Secretary of State on March 21, 2024.
3.7	Amendment to the Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed April 25, 2024.
10.1	Form of Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 21, 2023.
10.2	Purchase Agreement dated July 25, 2024, by and between TurnOnGreen, Inc. and GCEF Opportunity Fund, LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 31, 2024.
31.1*	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2*	Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1**	Certification of Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.

** This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

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SIGNATURES

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

Dated: August 13, 2024

TURNONGREEEN, INC.

By: /s/ Amos Kohn

Amos Kohn

Chief Executive Officer

(Principal Executive Officer) and

Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Amos Kohn, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of TurnOnGreen, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2024

/s/ Amos Kohn

By: Amos Kohn

Title: Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Amos Kohn, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of TurnOnGreen, Inc.. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2024

/s/ Amos Kohn

By: Amos Kohn

Title: Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TurnOnGreen, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and the consolidated result of operations of the Company.

By:	/s/ Amos Kohn
Name:	Amos Kohn
Title:	Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)
Date:	August 13, 2024

XML

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 12, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-52140
Entity Registrant Name	TURNONGREEN, INC.
Entity Central Index Key	0001349706
Entity Tax Identification Number	20-5648820
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1421 McCarthy Blvd
Entity Address, City or Town	Milpitas
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95035
City Area Code	(510)
Local Phone Number	657-2635
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		183,943,705

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 63,000	$ 21,000
Accounts receivable	629,000	966,000
Inventories	1,078,000	1,339,000
Prepaid expenses	730,000	630,000
TOTAL CURRENT ASSETS	2,500,000	2,956,000
Property and equipment, net	317,000	358,000
Right-of-use assets	853,000	1,133,000
Other noncurrent assets	270,000	270,000
TOTAL ASSETS	3,940,000	4,717,000
CURRENT LIABILITIES
Accounts payable	630,000	1,058,000
Dividends payable	3,678,000	2,667,000
Accrued legal contingencies	1,066,000	1,066,000
Accrued expenses and other current liabilities	454,000	525,000
Operating lease liability, current	597,000	619,000
Related party notes and advances payable	4,000,000	2,472,000
TOTAL CURRENT LIABILITIES	10,425,000	8,407,000
LONG TERM LIABILITIES
Operating lease liability, non-current	349,000	631,000
Other long term liabilities	136,000	105,000
TOTAL LIABILITIES	10,910,000	9,143,000
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share as of June 30, 2024, and December 31, 2023, respectively	25,000,000	25,000,000
SHAREHOLDERS’ DEFICIT:
Common Stock, par value $0.001 a share; 2,000,000,000 shares authorized as of June 30, 2024, and December 31, 2023: 183,943,705 shares issued and outstanding on June 30, 2024, and 183,941,422 as of December 31, 2023, respectively	184,000	184,000
Additional paid-in capital	13,504,000	13,504,000
Accumulated deficit	(45,658,000)	(43,114,000)
TOTAL SHAREHOLDERS’ DEFICIT	(31,970,000)	(29,426,000)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT	$ 3,940,000	$ 4,717,000

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	25,000	25,000
Preferred stock, shares outstanding	25,000	25,000
Preferred stock, redemption	$ 1,000	$ 1,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	183,943,705	183,941,422
Common stock, shares outstanding	183,943,705	183,941,422

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 1,236,000	$ 724,000	$ 2,461,000	$ 1,600,000
Cost of revenue	668,000	775,000	1,335,000	1,292,000
Gross profit	568,000	(51,000)	1,126,000	308,000
Operating expenses:
General and administration	843,000	1,196,000	1,596,000	2,053,000
Selling and marketing	333,000	420,000	693,000	812,000
Research and development	102,000	88,000	213,000	207,000
Total operating expenses	1,278,000	1,704,000	2,502,000	3,072,000
Operating loss	(710,000)	(1,755,000)	(1,376,000)	(2,764,000)
Other expense:
Interest expense, related party	88,000	87,000	157,000	89,000
Total other expense	88,000	87,000	157,000	89,000
Net loss	(798,000)	(1,842,000)	(1,533,000)	(2,853,000)
Preferred Dividends	(511,000)	(506,000)	(1,011,000)	(1,006,000)
Net loss available to common shareholders	$ (1,309,000)	$ (2,348,000)	$ (2,544,000)	$ (3,859,000)
Net loss per common share basic	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Net loss per common share diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average common shares, basic	183,943,640	172,694,837	183,942,957	172,694,837
Weighted average common shares, diluted	183,943,640	172,694,837	183,942,957	172,694,837

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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 173,000	$ 12,691,000	$ (36,252,000)	$ (23,388,000)
Beginning balance, shares at Dec. 31, 2022	172,694,837
Contribution from parent		730,000		730,000
Fair value of warrants issued		39,000		39,000
Preferred dividends			(1,006,000)	(1,006,000)
Net loss			(2,853,000)	(2,853,000)
Ending balance, value at Jun. 30, 2023	$ 173,000	13,460,000	(40,111,000)	(26,478,000)
Ending balance, shares at Jun. 30, 2023	172,694,837
Beginning balance, value at Mar. 31, 2023	$ 173,000	13,421,000	(37,763,000)	(24,169,000)
Beginning balance, shares at Mar. 31, 2023	172,694,837
Contribution from parent		39,000		39,000
Preferred dividends			(506,000)	(506,000)
Net loss			(1,842,000)	(1,842,000)
Ending balance, value at Jun. 30, 2023	$ 173,000	13,460,000	(40,111,000)	(26,478,000)
Ending balance, shares at Jun. 30, 2023	172,694,837
Beginning balance, value at Dec. 31, 2023	$ 184,000	13,504,000	(43,114,000)	(29,426,000)
Beginning balance, shares at Dec. 31, 2023	183,941,422
Common stock issued upon exercise of warrants
Common stock issued upon exercise of warrants, shares	2,283
Preferred dividends			(1,011,000)	(1,011,000)
Net loss			(1,533,000)	(1,533,000)
Ending balance, value at Jun. 30, 2024	$ 184,000	13,504,000	(45,658,000)	(31,970,000)
Ending balance, shares at Jun. 30, 2024	183,943,705
Beginning balance, value at Mar. 31, 2024	$ 184,000	13,504,000	(44,349,000)	(30,661,000)
Beginning balance, shares at Mar. 31, 2024	183,943,622
Common stock issued upon exercise of warrants, shares	83
Preferred dividends			(511,000)	(511,000)
Net loss			(798,000)	(798,000)
Ending balance, value at Jun. 30, 2024	$ 184,000	$ 13,504,000	$ (45,658,000)	$ (31,970,000)
Ending balance, shares at Jun. 30, 2024	183,943,705

XML

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (2,544,000)	$ (3,859,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	48,000	45,000
Amortization of right-of-use assets	282,000	258,000
Amortization of debt and warrant discounts		85,000
Inventory adjustment	48,000	317,000
Allocation of parent company overhead		153,000
Changes in operating assets and liabilities
Accounts receivable	337,000	515,000
Prepaid expenses and other assets	(102,000)	(23,000)
Inventory	213,000	99,000
Accounts payable	(428,000)	85,000
Accrued expenses and other current liabilities	(71,000)	(271,000)
Dividends payable	1,011,000	1,006,000
Operating lease liabilities	(273,000)	33,000
Net cash used in operating activities	(1,479,000)	(1,557,000)
Cash flows from investing activities:
Purchase of property and equipment	(7,000)	(14,000)
Cash used in investing activities	(7,000)	(14,000)
Cash flows from financing activities:
Proceeds from related party advances, net of payments	1,528,000	714,000
Proceeds from contribution from parent		577,000
Proceeds from issuance of warrants		39,000
Proceeds from note payable		211,000
Net cash provided by financing activities	1,528,000	1,541,000
Net decrease in cash and cash equivalents	42,000	(30,000)
Cash at beginning of period	21,000	95,000
Cash at end of period	$ 63,000	$ 65,000

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DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS

1. DESCRIPTION OF BUSINESS

Overview

TurnOnGreen, Inc. (formerly known as Imperalis Holding Corp.), a Nevada Corporation (“TOG”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies (“TOGT,” or collectively, the “Company”), is an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products company. The Company designs, develops, manufactures and sells highly engineered, feature-rich, high-grade power conversion systems and power system solutions for mission-critical applications and processes electronic products as well as EV charging solutions to diverse industries, markets and sectors including e-Mobility, medical, military, telecommunications, and industrial.

TOG was incorporated in Nevada on April 5, 2005, and is a subsidiary of Ault Alliance, Inc. a Delaware corporation (the “Parent” or “Ault”) and currently operates as a reporting segment of Ault. On December 21, 2023, the Company changed its legal name from “Imperalis Holding Corp.” to “TurnOnGreen, Inc.”  pursuant to a certificate of amendment to its Articles of Incorporation filed with the Nevada Secretary of State on December 21, 2023. The Company also amended and restated its bylaws on January 11, 2024, to reflect the change in its name. The principal executive offices of the Company are located at 1421 McCarthy Blvd., Milpitas, California 95035, its telephone number is (510) 657-2635 and its corporate website is www.turnongreen.com.

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LIQUIDITY AND GOING CONCERN

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

LIQUIDITY AND GOING CONCERN

2. LIQUIDITY AND GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring operating and net losses that have not provided sufficient cash flows. Management believes that the Company will continue to incur operating and net losses each quarter until at least the time it begins significant deliveries of its products. The Company’s inability to continue as a going concern could have a negative impact on the Company, including its ability to obtain needed financing. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. Although management believes that such capital sources will be available, there can be no assurances that financing will be available to the Company when needed in order to allow the Company to continue its operations, or if available, on terms acceptable to the Company. The condensed consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited and reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for interim periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on April 11, 2024.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 11, 2024. 

The Company does not expect that any recently issued accounting guidance will have a significant effect on its condensed consolidated financial statements.  

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REVENUE DISAGGREGATION

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUE DISAGGREGATION

4. REVENUE DISAGGREGATION

The Company’s disaggregated revenues consisted of the following:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Primary Geographical Markets
North America	$	1,180,000	$	542,000	$	2,337,000	$	1,326,000
Europe		10,000		-		14,000		-
Other		46,000		182,000		110,000		274,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000
Major Goods
Power supply units	$	1,089,000	$	645,000	$	2,230,000	$	1,470,000
EV chargers		147,000		79,000		231,000		130,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000
Timing of Revenue Recognition
Revenue recognized over time	$	10,000	$	3,000	$	19,000	$	6,000
Goods transferred at a point in time		1,226,000		721,000		2,442,000		1,594,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000

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

	For the Three Months Ended June 30, 2024					For the Six Months Ended June 30, 2024
	Total Revenue		Percentage of			Total Revenue		Percentage of
	by Major		Total Company			by Major		Total Company
	Customers		Revenue			Customers		Revenue
Customer A	$	414,000		34	%	$	824,000		33	%

	For the Three Months Ended June 30, 2023					For the Six Months Ended June 30, 2023
	Total Revenue		Percentage of			Total Revenue		Percentage of
	by Major		Total Company			by Major		Total Company
	Customers		Revenue			Customers		Revenue
Customer A	$	173,000		24	%	$	236,000		15	%
Customer B	$	115,000		16	%	$	190,000		15	%
Customer C	$	99,000		14	%	$	241,000		12	%

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TRADE RECEIVABLES

6 Months Ended

Jun. 30, 2024

Credit Loss [Abstract]

TRADE RECEIVABLES

5. TRADE RECEIVABLES

The following table provides the percentage of total trade receivables attributable to a single customer that accounted for 10% or more of the Company’s outstanding receivables:

	As of			As of
	June 30, 2024			December 31, 2023
Customer A		22	%		35	%
Customer B		17	%		-	%
Customer C		-	%		18	%

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PROPERTY AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

As of June 30, 2024, and December 31, 2023, property and equipment consisted of the following: 

	June 30, 2024			December 31, 2023
Machinery and equipment	$	649,000		$	649,000
Leasehold improvements, furniture and equipment		220,000			217,000
EV chargers		145,000			141,000
Gross property and equipment		1,014,000			1,007,000
Less: accumulated depreciation and amortization		(697,000	)		(649,000	)
Property and equipment, net	$	317,000		$	358,000

Depreciation and amortization expense related to property and equipment was $17,000 and $23,000 for the three months ended June 30, 2024, and 2023, respectively. Depreciation and amortization expenses related to property and equipment was $48,000 and $33,000 for the six months ended June 30, 2024, and 2023, respectively.

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INVENTORIES

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

INVENTORIES

7. INVENTORIES

As of June 30, 2024, and December 31, 2023, inventories consisted of: 

	June 30, 2024		December 31, 2023
Raw materials, parts and supplies	$	467,000	$	878,000
Finished products		611,000		461,000
Total inventories	$	1,078,000	$	1,339,000

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LEASES

6 Months Ended

Jun. 30, 2024

Leases

LEASES

8. LEASES

Office and Warehouse Leases and Sublease

During the six months ended June 30, 2024, and 2023 the Company was a lessee as well as a sublessor for a certain office space lease. No residual value guarantees have been provided by the sublessee and the Company recognized $25,000 and $25,000 of income related to the sublease for the three months ended June 30, 2024, and 2023, respectively. The Company recognized $50,000 and $36,000 of income related to the sublease for the six months ended June 30, 2024, and 2023, respectively. Fixed sublease payments received are recognized on a straight-line basis over the sublease term and netted against operating lease expenses.

The components of net operating lease expenses, recorded within operating expenses on the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2024, and 2023, were as follows:

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Operating lease cost	$	162,000		$	324,000
Less: Sublease income		(25,000	)		(50,000	)
Total	$	137,000		$	274,000

	Three Months Ended June 30, 2023			Six Months Ended June 30, 2023
Operating lease cost	$	162,000		$	324,000
Less: Sublease income		(25,000	)		(36,000	)
Total	$	137,000		$	288,000

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS

The Company is a subsidiary of Ault, and as a result Ault is deemed a related party.

Allocation of General Corporate Expenses

Ault provides human resources, accounting and other services to the Company, which are included as allocations of these expenses.  The allocation method calculates an appropriate share of overhead costs by using Company revenue as a percentage of total revenue.  This method is reasonable and consistently applied.  Costs incurred in connection with the allocation of these costs are reflected in selling, general and administrative of $103,000 and $223,000 for the three months ended June 30, 2024, and 2023, respectively and $206,000 and $223,000 for the six months ended June 30, 2024, and 2023, respectively. As of June 30, 2024, and 2023, $206,000 and $70,000, respectively was recorded in Ault advance payable. As of June 30, 2023, $153,000 was recorded as Contribution from Parent in the statement of changes in shareholders’ deficit.

Ault has made capital contributions to the Company of $0 and $577,000 for general corporate purposes for the period ended June 30, 2024, and 2023, respectively. Total Contributions from Parent are $0 and $730,000 for the period ended June 30, 2024, and 2023, respectively.

Related Party Sales and Receivables 

The Company recognized related party sales revenue during each of the three and six months ended June 30, 2024, of $0, and $4,000 for each of the three and six-month periods ended June 30, 2023. As of June 30, 2024, and December 31, 2023, the Company had related party receivables of $0.

Related Party Notes and Advances Payable

Related party notes and advances payable were used for working capital purposes and on June 30, 2024, and December 31, 2023, were comprised of the following: 

	Interest rate	Due date	June 30, 2024		December 31, 2023
Ault advance payable	10%	-	$	3,928,000	$	2,407,000
Chief Executive Officer	14%	Default		46,000		51,000
Non-officer advance payable	-	-		26,000		14,000
Total related party notes and advances payable			$	4,000,000	$	2,472,000

The related party note payable accrues interest of 10%, has no fixed terms of repayment and is recorded as related party notes and advances payable.

Summary of interest expense, related party, recorded on the condensed consolidated statement of operations:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Interest expense, related party	$	88,000	$	87,000	$	157,000	$	89,000

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Litigation Matters  

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

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

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

Non-cancelable Obligations

In the normal course of business, the Company enters non-cancelable obligations with certain parties to purchase services, such as technology equipment and subscription-based cloud service arrangements. As of June 30, 2024, and December 31, 2023, the Company had outstanding non-cancelable purchase obligations with terms of one year or longer aggregating of $30,000 and $36,000, respectively.

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LOSS PER SHARE

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

LOSS PER SHARE

11. LOSS PER SHARE

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

The Company excluded the potential common stock equivalents outstanding from the calculation of diluted weighted average net loss per share for the three and six months ended June 30, 2024, and 2023, which would be anti-dilutive due to the net loss from continuing operations in those periods.

Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consisted of the following on June 30, 2024, and 2023:

	June 30,
	2024		2023
Warrants		140,961,864		1,000,000
Convertible notes		-		11,186,065
Convertible preferred stock		1,250,000,000		312,812,813
Total		1,390,961,864		324,998,878

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SHAREHOLDERS’ DEFICIT

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

SHAREHOLDERS’ DEFICIT

12. SHAREHOLDERS’ DEFICIT

Authorized Capital 

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

Common Stock

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

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

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

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REDEEMABLE SERIES A PREFERRED STOCK

6 Months Ended

Jun. 30, 2024

Redeemable Series Preferred Stock

REDEEMABLE SERIES A PREFERRED STOCK

13. REDEEMABLE SERIES A PREFERRED STOCK

There are 25,000 shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock has a stated value of $1,000, for an aggregate value of $25 million. The Series A Preferred Stock becomes redeemable in January 2026.

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

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WARRANTS

6 Months Ended

Jun. 30, 2024

Guarantees and Product Warranties [Abstract]

WARRANTS

14. WARRANTS

On April 29, 2024, the Company issued 24,954,170 warrants. Each warrant entitles the holder to purchase one share of common stock at a price of $.10 per share. Related parties received 7,082 of the warrants distributed.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

Convertible Redeemable Series A Preferred Stock

On August 9, 2024, the Company amended and restated its certificate of designations of rights and preferences of the Series A Convertible Redeemable Preferred Stock (“Preferred Stock”). Pursuant to the Series A Amendment, the holder of the preferred stock, which is a related party, is willing to waive all accrued and future dividends in exchange for an increase in the liquidation preference to 125%.

ELOC Purchase Agreement

On July 25, 2024, the Company entered into a purchase agreement (the “ELOC Purchase Agreement”) with GCEF Opportunity Fund, LLC (“GCEF”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to direct GCEF to purchase up to an aggregate of $25.0 million of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a resale registration statement registering the Common Stock for sale (the “Registration Statement”) the Company has the right to present GCEF with an advance notice (a “Draw Down Notice”) directing GCEF to purchase any amount of its Common Stock up to the Draw Down Limit (as described below).

The Draw Down Limit shall not exceed four hundred percent (400%) of the average daily trading volume for the 30 trading days immediately preceding the date the Company delivers the Draw Down Notice and the Common Stock at a per-share amount equal to 90% of the average daily closing price during the draw down pricing period (as defined in the ELOC Purchase Agreement), for an aggregate maximum amount of $25,000,000 (the “Aggregate Limit”).

The number of shares that the Company can issue to GCEF from time to time under the ELOC Purchase Agreement shall not be more than 4.99% of the number of Common Shares issued and outstanding as of the date of such proposed issuance.

Commitment Fee; Warrant

In consideration for GCEF’s execution of the ELOC Purchase Agreement, the Company is required to issue to GCEF, as a commitment fee, a number of Common Stock equivalent to 2.0% of the Aggregate Limit or $0.5 million (“Commitment Fee Shares”), payable either in cash or freely tradeable Common Stock on the first trading day after the end of each draw down pricing period.

The ELOC Purchase Agreement may be terminated by the Company at any time after commencement, at its discretion, provided, however, upon early termination we are required to issue the outstanding Commitment Fee shares to GCEF. Further, the ELOC Purchase Agreement will automatically terminate on the date that we sell, and GCEF purchases, the full $25,000,000 amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the ELOC Purchase Agreement.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited and reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for interim periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on April 11, 2024.

Significant Accounting Policies

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 11, 2024. 

The Company does not expect that any recently issued accounting guidance will have a significant effect on its condensed consolidated financial statements.  

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REVENUE DISAGGREGATION (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of disaggregated revenues

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Primary Geographical Markets
North America	$	1,180,000	$	542,000	$	2,337,000	$	1,326,000
Europe		10,000		-		14,000		-
Other		46,000		182,000		110,000		274,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000
Major Goods
Power supply units	$	1,089,000	$	645,000	$	2,230,000	$	1,470,000
EV chargers		147,000		79,000		231,000		130,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000
Timing of Revenue Recognition
Revenue recognized over time	$	10,000	$	3,000	$	19,000	$	6,000
Goods transferred at a point in time		1,226,000		721,000		2,442,000		1,594,000
Total Revenue	$	1,236,000	$	724,000	$	2,461,000	$	1,600,000

Schedule of concentration

	For the Three Months Ended June 30, 2024					For the Six Months Ended June 30, 2024
	Total Revenue		Percentage of			Total Revenue		Percentage of
	by Major		Total Company			by Major		Total Company
	Customers		Revenue			Customers		Revenue
Customer A	$	414,000		34	%	$	824,000		33	%

	For the Three Months Ended June 30, 2023					For the Six Months Ended June 30, 2023
	Total Revenue		Percentage of			Total Revenue		Percentage of
	by Major		Total Company			by Major		Total Company
	Customers		Revenue			Customers		Revenue
Customer A	$	173,000		24	%	$	236,000		15	%
Customer B	$	115,000		16	%	$	190,000		15	%
Customer C	$	99,000		14	%	$	241,000		12	%

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TRADE RECEIVABLES (Tables)

6 Months Ended

Jun. 30, 2024

Credit Loss [Abstract]

Schedule percentage of total trade receivables

	As of			As of
	June 30, 2024			December 31, 2023
Customer A		22	%		35	%
Customer B		17	%		-	%
Customer C		-	%		18	%

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PROPERTY AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	June 30, 2024			December 31, 2023
Machinery and equipment	$	649,000		$	649,000
Leasehold improvements, furniture and equipment		220,000			217,000
EV chargers		145,000			141,000
Gross property and equipment		1,014,000			1,007,000
Less: accumulated depreciation and amortization		(697,000	)		(649,000	)
Property and equipment, net	$	317,000		$	358,000

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of inventories

	June 30, 2024		December 31, 2023
Raw materials, parts and supplies	$	467,000	$	878,000
Finished products		611,000		461,000
Total inventories	$	1,078,000	$	1,339,000

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LEASES (Tables)

6 Months Ended

Jun. 30, 2024

Leases

Schedule of lease cost

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Operating lease cost	$	162,000		$	324,000
Less: Sublease income		(25,000	)		(50,000	)
Total	$	137,000		$	274,000

	Three Months Ended June 30, 2023			Six Months Ended June 30, 2023
Operating lease cost	$	162,000		$	324,000
Less: Sublease income		(25,000	)		(36,000	)
Total	$	137,000		$	288,000

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RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2024

Related Party Transactions [Abstract]

]Schedule of related party notes payable

	Interest rate	Due date	June 30, 2024		December 31, 2023
Ault advance payable	10%	-	$	3,928,000	$	2,407,000
Chief Executive Officer	14%	Default		46,000		51,000
Non-officer advance payable	-	-		26,000		14,000
Total related party notes and advances payable			$	4,000,000	$	2,472,000

Schedule of interest expense, related party

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Interest expense, related party	$	88,000	$	87,000	$	157,000	$	89,000

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LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

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

	June 30,
	2024		2023
Warrants		140,961,864		1,000,000
Convertible notes		-		11,186,065
Convertible preferred stock		1,250,000,000		312,812,813
Total		1,390,961,864		324,998,878

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DESCRIPTION OF BUSINESS (Details Narrative)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Entity Incorporation, Date of Incorporation	Apr. 05, 2005

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REVENUE DISAGGREGATION (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total Revenue	$ 1,236,000	$ 724,000	$ 2,461,000	$ 1,600,000
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	10,000	3,000	19,000	6,000
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	1,226,000	721,000	2,442,000	1,594,000
Power Supply Units [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	1,089,000	645,000	2,230,000	1,470,000
EV Chargers [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	147,000	79,000	231,000	130,000
North America [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	1,180,000	542,000	2,337,000	1,326,000
Europe [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	10,000		14,000
Other [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	$ 46,000	$ 182,000	$ 110,000	$ 274,000

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REVENUE DISAGGREGATION (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 1,236,000	$ 724,000	$ 2,461,000	$ 1,600,000
Customer A [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 414,000	$ 173,000	$ 824,000	$ 236,000
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	34.00%	24.00%	33.00%	15.00%
Customer B [Member]
Disaggregation of Revenue [Line Items]
Revenues		$ 115,000		$ 190,000
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		16.00%		15.00%
Customer C [Member]
Disaggregation of Revenue [Line Items]
Revenues		$ 99,000		$ 241,000
Customer C [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		14.00%		12.00%

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TRADE RECEIVABLES (Details)	Jun. 30, 2024	Dec. 31, 2023
Customer A [Member]
Total trade receivables percent	22.00%	35.00%
Customer B [Member]
Total trade receivables percent	17.00%	(0.00%)
Customer C [Member]
Total trade receivables percent	(0.00%)	18.00%

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PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,014,000	$ 1,007,000
Less: accumulated depreciation and amortization	(697,000)	(649,000)
Property and equipment, net	317,000	358,000
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	649,000	649,000
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	220,000	217,000
EV Chargers [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 145,000	$ 141,000

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PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 17,000	$ 23,000	$ 48,000	$ 33,000

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INVENTORIES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials, parts and supplies	$ 467,000	$ 878,000
Finished products	611,000	461,000
Total inventories	$ 1,078,000	$ 1,339,000

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LEASES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases
Operating lease cost	$ 162,000	$ 162,000	$ 324,000	$ 324,000
Less: Sublease income	(25,000)	(25,000)	(50,000)	(36,000)
Total	$ 137,000	$ 137,000	$ 274,000	$ 288,000

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LEASES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases
Sublease Income	$ 25,000	$ 25,000	$ 50,000	$ 36,000

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Total related party notes and advances payable	$ 4,000,000	$ 2,472,000
Ault Advance Payable [Member]
Related Party Transaction [Line Items]
Interest rate	10.00%
Total related party notes and advances payable	$ 3,928,000	2,407,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Interest rate	14.00%
Total related party notes and advances payable	$ 46,000	51,000
Non Officer June And September 2023 Advance Payable [Member]
Related Party Transaction [Line Items]
Total related party notes and advances payable	$ 26,000	$ 14,000

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RELATED PARTY TRANSACTIONS (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transactions [Abstract]
Interest expense, related party	$ 88,000	$ 87,000	$ 157,000	$ 89,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Allocation of general corporate expenses	$ 843,000	$ 1,196,000	$ 1,596,000	$ 2,053,000
Contributions from Parent			0	730,000
Related party receivables	0		0		$ 0
Ault [Member]
Related Party Transaction [Line Items]
Capital contributions			0	577,000
Ault [Member]
Related Party Transaction [Line Items]
Allocation of general corporate expenses	103,000	223,000	206,000	223,000
Related party notes and advances payable			206,000	70,000
Additional paid in capital				153,000
Sales to related party	$ 0	$ 4,000	$ 0	$ 4,000

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Non-cancelable purchase obligations	$ 30,000	$ 36,000

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LOSS PER SHARE (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,390,961,864	324,998,878
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	140,961,864	1,000,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		11,186,065
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,250,000,000	312,812,813

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SHAREHOLDERS’ DEFICIT (Details Narrative)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Authorized capital, description	The Company is authorized to issue 2 billion (2,000,000,000) shares of common stock, par value $0.001 per share and fifty million (50,000,000) shares of preferred stock, par value $0.001 per share, of which twenty-five thousand shares (25,000) have been designated as Series A Convertible Redeemable Preferred Stock, par value $0.001

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REDEEMABLE SERIES A PREFERRED STOCK (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, shares issued	25,000	25,000
Preferred stock, shares outstanding	25,000	25,000
Series A Preferred Stock [Member]
Preferred stock, shares issued	25,000
Preferred stock, shares outstanding	25,000
Preferred stock, stated value	$ 1,000
Preferred stock, aggregate value	$ 25,000,000

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WARRANTS (Details Narrative)	1 Months Ended
	Apr. 29, 2024 USD ($) shares
Defined Benefit Plan Disclosure [Line Items]
Warrant issued | shares	24,954,170
Common stock, conversion basis	Each warrant entitles the holder to purchase one share of common stock at a price of $.10 per share.
Related Parties [Member]
Defined Benefit Plan Disclosure [Line Items]
Proceeds from warrants distributed | $	$ 7,082

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SUBSEQUENT EVENTS (Details Narrative) - ELOC Purchase Agreement [Member]	1 Months Ended
	Jul. 25, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share purchased	$ 25,000,000
Term	36 months