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



Plan of Operations



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



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



On March 20, 2022, IMHC 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 IMHC 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, Amos Kohn and its President,
Marcus Charuvastra.

Factors Affecting Our Performance

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





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



Ø    Our ability to provide our products and systems on a timely basis is
dependent on our ability to procure critical electronic components. The current
supply chain crisis in the global economy has led to delivery delays and
shortages of certain electronic components and associated raw materials that we
use in our products. This supply chain crisis continued throughout 2022, has
extended our production time periods and delayed the timing of revenue
recognition. The impact of parts shortages has been abrupt and, consequently, we
estimate that our costs have increased by approximately 30-40% since 2020. We
have also experienced decreases in demand for our products and services,
deficiencies in the supply of raw materials, closures of manufacturing
facilities, extended lead times to procure supplies and insufficient staffing.
We believe this has been a contributing factor to the decline in our revenues by
approximately 8% since 2020.



  36







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



Results of Operations

for the Years Ended December 31, 2022 and 2021





                                       2022             2021         Change ($)       Change (%)
Revenue                            $  5,522,000     $  5,346,000     $   176,000                 3 %
Cost of revenue                       3,504,000        3,662,000        (158,000 )              (4 )%
Gross profit                          2,018,000        1,684,000         334,000                20 %
Operating expenses:
Research and development                697,000          504,000         193,000                38 %
Selling and marketing                 1,522,000          910,000         612,000                67 %
General and administrative            3,963,000        2,072,000       1,891,000                91 %
Depreciation                             51,000           25,000          26,000               104 %
Total operating expenses              6,233,000        3,511,000       2,722,000                78 %
Operating loss                       (4,215,000 )     (1,827,000 )     2,388,000               131 %
Other expense:
Interest                                  5,000                -           5,000               100 %
Total other expense                       5,000                -           5,000               100 %
Net loss                             (4,220,000 )     (1,827,000 )
Preferred dividends                    (639,000 )              -
Net loss available to common
stockholders                       $ (4,859,000 )   $ (1,827,000 )




Revenue and Gross Profit




For the year ended December 31, 2022, we had increased revenues of $176,000 and
increased gross profits of $334,000 compared to the year ended December 31,
2021, primarily due to increased sales to our higher margin defense industry
customers and increased gross profit related to our EV L2 and L3 residential and
commercial chargers of $78K.

Net Loss and Operating Expenses


During the year ended December 31, 2022, our operating loss increased $2.4
million from the year ended December 31, 2021. During the year ended December
31, 2022, our gross profit increased $334,000 but was offset by increased
operating expenses, which primarily consisted of rent, litigation, corporate
overhead allocations, marketing, audit fees, and charger safety fees that
increased by $857,000, $575,000, $480,000, $303,000, $257,000, and $251,000
respectively. The increases were driven by a new facility lease in 2022,
litigation settlement accruals, an increase of our sponsoring and marketing
efforts, corporate personnel and support, registration statement filings, the
Acquisition completed in the third quarter of 2022 and obtaining certain
required EV charger safety certificates.

Net Loss Available to Common Stockholders


During the year ended December 31, 2022, TOGI was merged with and into IMHC and
subsequent thereto, TOGI ceased to exist. The Acquisition was treated as an
asset acquisition. As part of the Acquisition we issued preferred stock that
accrues a dividend, at a rate of eight percent (8%) per year based on a 360-day
year and a stated value of $25 million, which has increased the net loss
available to common stockholders by $639,000.

Liquidity and Capital Resources





The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
recurring net losses and operations have not provided sufficient cash flows. We
believe that we will continue to incur operating and net losses each quarter
until at least the time we begin significant deliveries of our products. Our
inability to continue as a going concern could have a negative impact on
the Company, including our ability to obtain needed financing. In view of these
matters, there is substantial doubt about our ability to continue as a going
concern. The Company intends to finance its future development activities and
its working capital needs largely through the sale of equity securities with
some additional funding from other sources, including term notes until such time
as funds provided by operations are sufficient to fund working capital
requirements. The consolidated financial statements of the Company do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern. As of
December 31, 2022, the Company had cash and cash equivalents of $0.1 million and
working capital of $0.7 million.



  37

Critical Accounting Policies and Estimates


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



We believe that the accounting policies, as described in Note 1 ("Description of
Business, Basis of Presentation and Summary of Significant Accounting
Policies") to the Notes to the Consolidated Financial Statements appearing
elsewhere in this Annual Report on Form 10-K, are critical to understanding our
historical and future performance, as these policies relate to the more
significant areas involving management's judgments and estimates.

Impact of Coronavirus on Our Operations





Our business has been disrupted and materially adversely affected by the
outbreak of Covid-19. While the Covid-19 outbreak is no longer in its early
stages, international stock markets continue to reflect the uncertainty
associated with the slow-down in the global economies. The significant
volatility in the stock market throughout 2022 was largely attributed to the
effects of Covid-19 and the rise in global inflation. We continue to monitor and
assess our business operations and system supports and the impact Covid-19 may
have on our results and financial condition, but there can be no assurance that
this analysis will enable us to avoid part of or all the impacts from the
continuing spread of Covid-19 or its consequences, including downturns in
business sentiment generally or in our sectors particularly.



The impact of the Covid-19 pandemic, including changes in consumer and business
behavior, pandemic fears, market downturns, restrictions on business and
individual activities, and geopolitical risks adverse outcomes with a global
negative impact has created significant volatility in the global economy and has
led to reduced economic activity. The spread of the Covid-19 pandemic has also
created a disruption in the manufacturing, delivery and overall supply chain of
power electronics manufacturing and suppliers and has led to a decrease in power
electronics product sales in numerous markets around the world. Any sustained
downturn in demand for power electronics products would harm our business. As
described further below, we continue experiencing production constraints since
2020 that resulted in delays, inefficiencies, and higher costs, which, in the
aggregate, had a detrimental influence on our financial results for the past
eight quarters.



Our deliveries to and orders from the North American market in sectors we serve,
including industrial, telecommunication, medical and healthcare, and defense and
aerospace, have declined since early 2020 given reduced manufacturing activity,
unavailability of electronic components and associated raw materials used in our
power products. We believe domestic demand will further improve in future years
once uncertainties are reduced and the recovery of the global supply chain, but
we cannot predict when this will occur. The Covid-19 pandemic has also led to an
increase in the price for certain parts and materials used in the production of
our power electronics and EV charging solution products.



Trading conditions in China deteriorated through 2019 due to macroeconomic and
trade-related uncertainties. At the beginning of 2020, trading conditions were
significantly further affected by the Covid-19 pandemic, with much of the
country's manufacturing disrupted from January through April 2020. By late April
2020, after aggressive measures to contain the coronavirus, the Chinese
government quickly implemented economic stimulus measures. We believe this
volume was primarily associated with the stimulus spending of the Chinese
government, although we also believe an unquantifiable amount of this volume may
have been associated with accelerated purchasing by customers anticipating
further deterioration of the trade relationship between China and the U.S.,
which, if it were to occur, could substantially limit purchases by such
customers. By the end of 2022, the Covid-19 pandemic continued to substantially
affect our supply chain. However, we cannot predict if or when circumstances may
change, nor can we predict the amount by which bookings or shipments may change.



Impact on Our Supply Chain



The COVID-19 pandemic has caused, and continues to cause, disruptions to our
supply chain. Global manufacturing operations have significantly deteriorated as
a result of temporary suspensions in critical locations where electrical
components are produced or held for distribution. These manufacturing
disruptions combined with parts shortages are materially increasing the price of
our supplies. The impact of parts shortages has been abrupt and, consequently,
we estimate that our costs have increased by approximately 20% since 2020. We
have also experienced decreases in demand for our products and services,
deficiencies in supply of raw materials, closures of manufacturing facilities,
extended lead times to procure supplies and insufficient staffing.



  38

In an effort to mitigate the impact of supply chain disruptions to our operations, we have taken the following actions during the years ended December 31, 2022, and 2021:





  · increased the pricing of certain products commensurate with our costs;

· replaced some products with products that generate higher profit margins;






   ·  qualified alternative suppliers of certain materials and components to
      replace suppliers that have suspended production of such materials and
      components;

· redesigned certain products by reengineering main circuit boards to allow

for alternative microchips and materials that are more readily available to


      purchase;

· moved production of some products from certain contract manufacturers that

were shutdown to other contract manufacturers that we had previous business


      relationships with and that were not shutdown;

· procured critical raw materials and manufactured products that we store as


      inventory in order to decrease our sales delivery response time; and

· hired and continue to hire qualified personnel in response to certain


      staffing shortages.




We continue to monitor the operating performance and financial health of our
customers, strategic channel partners and suppliers as an extended period of
operational constraints brought about by the pandemic could cause financial
hardship within our customer base and supply chain. Such hardship may continue
to disrupt customer demand and limit our customers' ability to meet their
obligations to us. Similarly, such hardship within our supply chain could
continue to restrict our access to critical electronic components and associated
raw materials. Additionally, restrictions or disruptions of transportation
systems, such as reduced availability of cargo transport by ship or air, could
result in higher costs and inbound and outbound delays. Because much of the
potential negative impact of the pandemic is associated with risks outside of
our control, we cannot estimate the extent of such impact on our financial or
operational performance, or when such impact might occur.

Recently Issued Accounting Pronouncements





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

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