GEDC 10-K
TerraVolt Holdings, Inc. (GEDC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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CalEthos, Inc.
Annual Report on Form 10-K
For the Fiscal-Year Ended December 31, 2024
TABLE OF CONTENTS
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this report with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements”. Forward-looking statements can be identified by the use of forward-looking terminology, such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “seek”, “estimate”, “project”, “could”, “may” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that any such statements that are contained in this report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employees, and general business factors affecting our operations, markets, growth, services, products and other factors, some of which are described in this report and some of which are discussed in our other filings with the Securities and Exchange Commission. These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.
Important factors to consider in evaluating any forward-looking statements include:
| ● | our ability to finance and complete the design and construction of our proposed data center operations; | |
| ● | our ability to obtain all of the necessary regulatory approvals for our proposed data center operations and the energy needed to power such operations; | |
| ● | our ability to implement our business plan; | |
| ● | our ability to attract key personnel; | |
| ● | our ability to operate profitably; | |
| ● | our ability to efficiently and effectively finance our operations; | |
| ● | inability to achieve future sales levels or other operating results; | |
| ● | inability to raise additional financing for working capital; | |
| ● | inability to efficiently manage our operations; | |
| ● | the inability of management to effectively implement our strategies and business plans; | |
| ● | the unavailability of funds for capital expenditures and/or general working capital; | |
| ● | the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; | |
| ● | deterioration in general or regional economic conditions; | |
| ● | changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; | |
| ● | adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; |
These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward looking statements made in connection with this report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.
| ii |
Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock. If, as now, we are considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.
Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” “the Company” and “our company” refer to CalEthos, Inc., a Nevada corporation. All amounts are in U.S. Dollars, unless otherwise indicated.
| Item 1. | Business. |
We are a data center infrastructure developer that is developing a large-scale, geothermal powered data center campus in Southern California. Our development site is located in Imperial County on the edge of California’s Lithium Valley, which is one of the world’s largest known geothermal and lithium resources. Imperial County has an abundance of geothermal energy that radiates from a shallow lava flow between the North America and Pacific tectonic plates. The potential geothermal energy that can be harvested for baseload data center power with flash, binary, and advanced closed-loop geothermal technologies is projected to be in the tens of gigawatts.
Over the past three years, we have been working with Imperial County government officials, Imperial County Planning & Development, the Imperial County Board of Supervisors, Imperial Irrigation District (“IID” - the local electric utility), Imperial Valley Economic Development Corp and various established local geothermal power producers, as well as closed-loop geothermal technology companies to develop a portfolio of geothermal energy resources to power a large-scale, master-planned data center campus.
In July 2024, we canceled an option to purchase an 80-acre site and optioned a new 315-acre site for our data center campus development, and we are in the process of contracting an additional 320 adjacent acres that will be used for onsite geothermal power production in the future. Combined, these properties will create our master planned, 635-acre, vertically-integrated, geothermal-powered data center campus. The overall infrastructure is planned to include a switchyard/substation to connect off-site power through the local grid and onsite geothermal power production to our data center buildings, connections for natural gas for back-up generators, and diverse fiber paths for internet connectivity, water/sewer, and other utilities and services required to build and operate data center facilities on the campus. Overall, the site is being planned to support:
| ● | Onsite production of a gigawatt or more of geothermal power; | |
| ● | A switchyard for offsite geothermal/solar/battery power connections from providers through the local grid; | |
| ● | Twelve 25-acre building lots, each of which can support up to 250,000 square feet of data center buildings; and | |
| ● | Connections for gas, water, sewer and fiber connectivity. |
We plan to offer hyperscale and data center development companies the following options:
| ● | Powered land leases (building lots with power) | |
| ● | Powered shell leases (a basic building with power) | |
| ● | Build-to-suit leases (completed buildings with power based on a customer’s design) | |
| ● | Co-development with data center developers (we and a data center developer will jointly build out a section of the campus) |
| 1 |
We plan to lease powered building lots or powered shell buildings, or to provide build-to-suit completed buildings, to large enterprise information technology (IT) companies that are creating or addressing the growing demand for AI, Cloud and High-Performance Computing (HPC) digital services. We are currently in discussions with a number of these companies and, based upon the interest we have received thus far from potential tenants, we expect that we will have agreements signed to lease all or a substantial part of the development by the end of 2025 or early 2026.
In addition to our Southern California site, we are identifying and evaluating sites in other states that have adequate land, geothermal resources and internet connectivity that can support a one gigawatt or larger data center campus. We believe there are numerous areas in the country where advanced closed loop geothermal technology can economically harvest energy for onsite use in data centers and other energy intense industries.
Data centers are highly specialized and secure buildings that house networking, storage and communications technology infrastructure, including servers, storage devices, switches, routers and fiber optic transmission equipment. They are designed to provide the space, power, cooling and network connectivity necessary to efficiently operate mission-critical IT equipment. Telecommunications carriers and internet providers typically provide network access into a data center through optical fiber connections. The demand for data center infrastructure is being driven by many factors, but most importantly by significant growth in data and increased demand for data processing and storage infrastructure. The market for data center facilities includes established “traditional” enterprises that are web-enabling their applications and business processes, as well as cloud-centric companies with sophisticated technology requirements.
There are many types of data centers and service models available in the marketplace. Generally, their classification depends on whether they are owned by one or many organizations, how they fit into the topology of other data centers, what technologies they use for computing and storage, and even their energy efficiency. However, there are four main types of data centers:
| ● | Enterprise Data Centers. These are built, owned and operated by companies requiring data storage for their own purposes and are optimized for their end users. Most often they are housed on the corporate campus of the owner. | |
| ● | Managed Services Data Centers. These data centers are managed by a third party (or a managed services provider) on behalf of a company requiring data storage. The operating company leases the equipment and infrastructure instead of buying it. | |
| ● | Wholesale Colocation Data Centers. In the case of colocation (“colo”) data centers, a company rents space within a data center owned by others and located off the company’s premises. The colocation data center hosts the infrastructure: building, cooling, bandwidth, security, etc., while the company provides and manages the components, including servers, storage and firewalls. | |
| ● | Cloud Data Centers. In this off-premises form of data center, data and applications are hosted by a cloud services provider, such as Amazon Web Services (AWS), Microsoft (Azure), or IBM Cloud or other public cloud provider. |
We are developing our business model to compete in the data center infrastructure development segment of the data center industry, which is focused on providing ready-to-build-on data center campuses to companies that provide the processing, networking and storage of data. With the move to treat data as an asset, the data services market is expected to experience significant growth over the next decade. Industry automation and digital businesses are expanding, and these businesses are expected to require huge amounts of data for their businesses. North America is the most advanced region globally and we believe ready-to-build-on data center platforms are in high demand.
In developing our master-planned, geothermal-powered data center campus, we have had numerous discussions with several large companies that could lease all or part of our data center campus, with the intention of cultivating long-term strategic relationships with these companies once they become our tenants and providing them with solutions for their data center facilities and IT infrastructure requirements. We initially intend to provide geothermal-powered building lots with flexibility for customers to scale for future growth. As currently contemplated, our ready-to-build-on platform will provide clean-energy power, flexibility, reliability and security delivered through a tailored, customer-service-focused offering that will be designed to foster long-term relationships. Our plan is to focus on technology and large cloud computing customers that are expanding their services rapidly in the public and private cloud environments to provide them with clean-energy-powered solutions that address their current and future needs. We expect that our clean energy, geothermal-powered building platform design will allow us to offer power resiliency, and the opportunity for expansion as the needs of our customers grow.
| 2 |
Plan of Operations
As of the date of filing of this Report, we are in the process of completing our vertically-integrated, geothermal-powered data center campus land-use plan and zone change with Imperial County Planning and Development. We expect that land use and conditional zone change approvals will be completed by the end of 2025 or during the first quarter of 2026. In parallel, we are completing our plans, timelines and budgets for all required county and state environmental studies and reports, which we expect to have completed and filed for data center campus construction, onsite switchyard and electrical distribution system, and fiber, gas, water and sewer lines that connect to the property by the end of 2025. In addition, we are planning to have the required approvals to start the initial construction of the data center campus and all external utility lines by the end of the second quarter 2026. We are also planning that we can complete and submit all design, planning and environmental reports and studies for the state environmental agencies for our planned onsite geothermal production systems by mid-2026.
We are also in the process of completing a master services agreement with a geothermal technology and development company that will provide advanced closed-loop geothermal production technology, sub-surface planning and drilling, above-ground turbine and generator electricity production components and the electrical distribution system design and components. We expect to complete this agreement before the end of June 2025 and have the designs completed for subsurface and surface components before the end of 2025.
Closed-loop geothermal systems (also known as “advanced geothermal systems” or “AGS”) are a type of engineered geothermal energy system containing subsurface working fluid that is heated in a hot rock reservoir without direct contact with rock pores and fractures. Instead, the subsurface working fluid stays inside a closed loop of deeply buried pipes that conduct Earth’s heat. Closed-loop geothermal systems are one of the prominent categories of next-generation geothermal systems in development today.
The advantages of closed-loop geothermal technologies include:
| ● | No need for a geofluid (water, geothermal brine, etc.) | |
| ● | No need for the hot rock to be permeable or porous | |
| ● | All the introduced working fluids can be recirculated with zero loss | |
| ● | No fracking or stimulation is required to establish the engineered geothermal reservoir. |
These advantages mean closed-loop geothermal systems can be placed anywhere in the world as a source of carbon-free, baseload energy, with no impact to natural water resources and significantly reduced risk of induced seismicity.
In July 2024, we contracted to purchase 315-acres of land and are planning to option an additional 320-acres in the next couple of months. We believe the site we have chosen to develop is a unique location that will provide us with a rare opportunity to vertically integrate clean, onsite, baseload geothermal energy with a 24/7 data center operation. We believe 100% clean-energy-powered data centers are an important element in the ability of the U.S. to meet its carbon neutral climate goals and for hyperscale and enterprise IT companies to meet their shareholder and customer climate commitments to have a compliant, clean digital footprint. As a result, we believe the availability of nearby clean geothermal energy for our Imperial County site will provide us with a significant competitive advantage in the marketplace.
| 3 |
Since mid-2022, we have contracted with leading data center and energy advisory firms to complete site, power and connectivity assessments, feasibility studies, engineering plans, master-planned development and design, and project benchmarking. These have included engaging:
| ● | HDR Engineering, Inc., a global professional services firm specializing in architecture, engineering, environmental and construction services (“HDR Engineering”), to complete a site assessment, project feasibility study, and the initial shovel-ready site development plan for our master planned data center campus. | |
| ● | ZGlobal, Inc., a power engineering and energy solutions firm (“ZGlobal”), to assess all available power and transmission routes in the immediate area of the site and to develop a plan to access power from close by geothermal and solar producers via Behind-The-Meter, Off-Take and Power Purchase Agreements directly and through agreements with the local grid operator. | |
| ● | American Dark Fiber, Inc., a provider of dark fiber connectivity to municipalities, carriers, anchor institutions, content developers, data-center operators, and other sophisticated private network users, to develop a robust fiber-based infrastructure that will provide multiple diverse geographic routes of connectivity to our data center site. | |
| ● | Linesight, a construction consultancy services firm (“Linesight”), to provide cost benchmarking of initial design concepts, and to assist with desktop pre-qualification of architect-engineering firms and construction managers. |
Based on the project assessment, feasibility and initial shovel-ready site plans that have been developed by HDR Engineering, and the benchmarking of the project by Linesight against 25 other large data center developments in the U.S. over the last 24 months, we plan to develop our 635-acre site in Imperial County, California to support up to three million square feet of data center facilities that utilize 2 gigawatts or more of baseload geothermal power. Our site will be zoned medium-industrial that is approved for geothermal power production and data center use.
As we move through the development process, we will continue to refine and finalize the courses of action needed to implement our business plan and operations. As a result, our management has not fully determined our actual short-term or long-term capital requirements for our initial project, which management expects to be substantial.
The Data Center Industry
Demand for data centers is intense for both more facilities and greater power availability. Based on several reports from CBRE, JLL and other research firms, the data center industry is forecasting that data center capacity will triple within the next five years. In the fourth quarter of 2024, every data center under construction was pre-leased from two to five years in advance of occupancy. It is widely acknowledged that the key constraint for the growth of data centers is the availability of power. To illustrate the power demand, today’s data center developments start in increments of 100MW, while mega-campuses of 1GW or more are currently in construction.
According to a recent report by Bloom Energy, the “2025 Data Center Power Report”, demand for power in the U.S. is growing at an unprecedented rate after 20 years of flat demand. U.S. power needs are projected to rise by 83 terawatt-hours (TWh) in 2025 – the equivalent to powering an additional 7.7 million homes. According to such report, data centers are the largest driver of this growth. The U.S. is expected to see the highest share of new data centers outside of China. Since 2020, the U.S. colocation data center market alone has doubled, driven by digitization, cloud and AI. To power this increase, it was reported that by 2030, data centers could require 8%-12% of the total U.S. power demand compared to 3%-4% today.
The U.S. grid has not been able to keep pace with this demand. While utilities can likely generate sufficient power to meet data center needs, they face bottlenecks with transporting that power via transmission and distribution infrastructure. As a result, grid interconnection takes longer, there is more congestion on the network, and capacity is increasingly expensive. If the U.S. continues to build high-voltage transmission infrastructure at its current rate, it is estimated that it will take at least 80 years to deliver the power that is needed over the next decade.
Bloom Energy believes new data center projects will struggle to get timely access to power. In the U.S., 55 GW of data center IT capacity is expected to come online in the next five years. The industry is already seeing data center IT capacity buildout ramp up with ~20 GW of capacity announced so far for 2025, and it is expected to continue growing. Bloom Energy expects that at least another 35 GW of data center capacity will be announced within the next five years to meet projected data center demand.
| 4 |
In addition, the environmental impact of power generation and use is expected to become more stringent. Sustainability regulations are expected to become more difficult to meet, and it is expected that the use of renewable energy credits (RECs) to offset carbon footprints of conventional data center power sources will no longer qualify. Today, less than 5% of the energy directly powering data centers is clean.
According to the 2024 United States Data Center Energy Usage Report “Energy Analysis and Environmental Impacts Division, Lawrence Berkeley National Laboratory,” energy consumption by U.S. data centers has been on the rise and reached 280 terawatt hours (TWh) in 2024 accounting for an estimated 5% to 6% of the nation’s total electricity usage. Projections for data center energy consumption by 2028 range from 325 TWh to 580 TWh. This annual usage would correspond to a power demand for data centers of between 74 GW and 132 GW, which equates to 6.7% to 12.0% of the anticipated total U.S. electricity consumption for 2028.
According to a report by P & S Intelligence, a market research firm, the data center industry is large and on pace to grow rapidly, from $282 billion in 2024 to over $602 billion in 2030. The industry is not only large, but also very profitable. According to the Dgtl Infra report “Data Center REITs, Stocks and ETFs: Investing in 2024”, in February 2024, the principal data center developer/operator companies averaged EBITDA margins of 50% or more on lease revenues. Those that are publicly traded were valued at an average of 25 times EBITDA.
According to a February 2025 report by PwC (Pricewaterhouse Coopers LLP) on the “Economic Contributions of Data Centers in the United States,” data centers have become vital to the modern economy, underpinning digitalization, facilitating data driven decision-making, and supporting a broad spectrum of industries and services. Their role in storing, processing and managing data is essential for organizational success in the digital age.
According to the PwC report, the total annual contribution of the data center industry to national employment - encompassing direct, indirect and induced effects from data center construction and operations - has increased from 2 .9 million jobs in 2017 to 4 .7 million jobs in 2023, marking a 60 percent rise over this period. The industry’s growth has notably surpassed that of the overall U. S. economy in recent years. From 2017 to 2023, direct employment in the U. S. data center industry expanded by over 50 percent, compared to 10 percent growth in employment for the United States overall during the same timeframe.
According to PwC, the industry’s total annual contribution to national labor income surged from $209 billion in 2017 to $404 billion in 2023, reflecting a 93 percent increase. The increase in labor income has outpaced the increase in employment, suggesting that the U. S. data center industry supports higher earning jobs at the national level. Additionally, its annual contribution to U. S. value added, or gross domestic product (GDP), rose from $355 billion in 2017 to $727 billion in 2023, marking a 105% increase. Over this same period, the U. S. GDP grew by only 41 percent.
Geothermal Energy
According to a December 2024 IEA (International Energy Agency) report “The Future of Geothermal Energy,” technology breakthroughs are unlocking huge potential for geothermal energy. New geothermal harvesting technologies are enabling access to previously untapped resources, while cost reductions and innovative financing models are paving the way for increasing the role of geothermal energy in energy systems around the world. Additionally, techniques developed by the oil and gas industry – including a strong understanding of the subsurface, drilling and completing wells, predicting fluid flows and managing large-scale projects – can rapidly drive down costs and help tap geothermal resources deeper in the ground.
Advances in technology are opening new horizons for geothermal energy, which is expected to make it an attractive option for countries and companies all around the world. These techniques include horizontal drilling and hydraulic fracturing honed through oil and gas developments in North America. If geothermal can follow in the footsteps of innovation success stories such as solar photovoltaic (PV), wind, EVs and batteries, it can become a cornerstone of tomorrow’s electricity and heat systems as a dispatchable and clean source of energy. For the moment, geothermal meets less than 1% of global energy demand and its use is concentrated in a few countries with easily accessible and high-quality resources, including the United States, Iceland, Indonesia, Turkey, Kenya and Italy.
| 5 |
According to the IEA report, with continued technology improvements and reductions in project costs, geothermal could meet up to 15% of global electricity demand growth by 2050. This would mean the cost-effective deployment of as much as 800 GW of geothermal power capacity worldwide, producing almost 6,000 terawatt-hours per year, which is equivalent to the current electricity demand today of the United States and India combined.
Geothermal is a versatile, clean and secure energy source that can provide around-the-clock electricity generation, heat production and storage. As the energy source is continuous, geothermal power plants can operate at their maximum capacity throughout the day and year. On average, global geothermal capacity had a utilization rate over 75% in 2023, compared with less than 30% for wind power and less than 15% for solar PV. In addition, geothermal power plants can operate flexibly in ways that contribute to the stability of electricity grids, ensuring demand can be met at all times and supporting the integration of variable renewables such as solar PV and wind.
According to the IEA report, investment in geothermal is growing. Governments, oil and gas companies and utilities are among those looking for investment opportunities in geothermal. If deep cost reductions for next-generation geothermal can be delivered, total investment in geothermal could reach $1 trillion cumulatively by 2035 and $2.5 trillion by 2050. At its peak, geothermal investment could reach $140 billion per year, which is higher than current investment in onshore wind power globally. As a dispatchable source of clean power, geothermal is also attracting interest from stakeholders beyond the energy industry, including technology companies looking to meet the fast-growing demand for electricity in data centers.
Competition
The competition in the data center industry is primarily driven by the increasing presence of small- and large-scale service providers globally, and we will compete with numerous data center developers, and public and private owners and operators of technology-related real estate and data centers.
The key participants in the data center market with which we will compete are infrastructure developers, such as Tract, ScaleUp, Stream, Quantum Loophole and Cloverleaf Infrastructure, and data center companies such as Digital Realty, Equinix, CyrusOne, QTS, Vantage and Compass, among many others. In addition, we may face competition from other new entrants into the data center market. Many of our current and potential competitors may have significant advantages over us, including greater name recognition, longer operating histories, pre-existing relationships with current or potential customers, significantly greater financial, marketing and other resources, ownership of more data centers and data centers that are more broadly distributed geographically, access to less expensive power, and more robust interconnected hubs in certain geographic markets. All of these potential advantages could allow competitors to respond more quickly to new or changing opportunities. In addition, once we are operational, if our competitors offer space, power and/or interconnection services at rates below current market rates, or below the rates we are then charging our customers, we may lose potential customers or be pressured to reduce our rental rates below those we are then charging or have modelled in order to retain customers when our customers’ leases expire.
As a new entrant into the data center marketplace, we will compete against the larger, more established and better capitalized companies that today control the majority of market share. We believe our principal advantages will be our location, which provides us with access to an abundance of reasonably-priced onsite baseload geothermal energy to power a 24/7 data center operation, low-latency internet connectivity to major market hubs, and our proximity to the Southern California market and the multitudes of companies utilizing high-performance computing that want close-by data center space.
As a developer of data center infrastructure, we also compete for the services of key third-party service providers, including engineers and contractors with expertise in the development of onsite power production and data centers. The competition for the services of specialized contractors and other third-party providers required for the development of onsite power production data centers is intense, increasing the cost of engaging such providers and the risk of delays in completing our development projects.
| 6 |
Finally, we face competition from real estate developers in our sector and in other industries for the acquisition of additional properties suitable for power production and data center developments. Such competition may reduce the number of properties available for acquisition or development, increase the price of these properties and reduce the demand for data center space in the markets we seek to serve.
Intellectual Property
Currently, our intellectual property consists of the feasibility, assessment, industry benchmarking and shovel-ready site development plans that have been completed for us by industry leading consulting firms over the last two plus years. Our intellectual property portfolio will grow as we complete the development of our onsite geothermal power production systems that will be vertically integrated with our ready-to-build-on, clean-energy powered data center campus. We intend to rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractual protections, to protect our proprietary technology, methods and offerings. However, as of the date of this Report, we do not have any patents or registered trademarks.
We cannot provide any assurance that our proprietary rights with respect to our onsite geothermal power production systems vertically-integrated with our ready-to-build-on, clean-energy powered data center campus, and the services we will offer will be viable or have value in the future since the validity, enforceability and type of protection of proprietary rights in these industries are uncertain and continuingly evolving.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our design, systems and services or to obtain and use information that we regard as proprietary. Policing unauthorized use of our designs and services is difficult, and while we are unable to determine the extent to which piracy of our designs, systems and services will exist, intellectual piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions. Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.
Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights in the data center design, systems and service offerings and Internet-related data management industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and our services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’s attention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial award of damages and to develop non-infringing design, systems and service offerings, obtain a license or cease providing the services that contain the infringing intellectual property. We may be unable to develop non-infringing data center design, systems and service offerings or obtain a license on commercially reasonable terms, if at all.
Employees
We currently have three full-time employees, two of whom are our executive officers. None of our employees is represented by a collective bargaining agreement, and we have never experienced any work stoppage. We believe we have good relations with our employees.
Corporate History and Recent Developments
We were incorporated pursuant to the laws of the State of Nevada on March 20, 2002 under the name Integrated Brand Solutions Inc., and on February 6, 2006, we changed our name to Upstream Biosciences Inc. From 2006 to December 2009, our company operated as a biotechnology company, and from 2010 until May 2013, our company had no operating business. On July 11, 2013, we changed our corporate name to RealSource Residential, Inc. Our initial business strategy in 2013 was to engage in various real estate related businesses. However, in 2016 we disposed of all of our real estate and other assets and continued operations as a public “shell” company. On December 20, 2018, we changed our corporate name from RealSource Residential, Inc. to CalEthos, Inc.
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In early 2021, we determined there was a sizable opportunity to develop and manufacture high-performance computer systems for the cryptocurrency mining industry. In August 2021, in connection with a $3.5 million capital raise, our board of directors determined that we were no longer a shell company, as defined in Rule 12b-2 of the Exchange Act. During the development of our computer chip and system in Korea, we had also developed a plan to build a large-scale, clean-energy powered, containerized, immersion-cooled data center operation in Southern California to support the use of the systems we were developing for our company and for others. However, following the decline of the bitcoin market in early 2022, we decided to abandon our chip and system development efforts and we determined that we could develop a profitable business by offering wholesale data center colocation services to a larger customer base of hyperscale and enterprise IT companies.
| Item 1A. | Risk Factors. |
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
| Item 1B. | Unresolved Staff Comments. |
None.
| ITEM 1C. | Cybersecurity |
While
we are in our early stages of our business plan,
We take a risk-based approach to cybersecurity and have implemented cybersecurity policies throughout our operations that are designed to address cybersecurity threats and incidents.
| Item 2. | Properties. |
We do not own any real property. Our executive office is located at 11753 Willard Avenue, Tustin, California 92782, in the office of Michael Campbell, our Chief Executive Officer. We are not charged rent for the use of this space. We believe our existing facilities are sufficient for our current operations.
| Item 3. | Legal Proceedings. |
We know of no material active or pending legal proceeding against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
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PART II
| Item 5. | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Our common stock is listed for quotation on the OTCQB Market under the trading symbol “GEDC.” Trading in our common stock in the over-the-counter market has been limited and the quotations set forth below are not necessarily indicative of actual market values. The following table sets forth, for the periods indicated, the high and low closing bid prices for each quarter within the last two fiscal years ended December 31, 2024 as reported by the quotation service operated by the OTC Markets Group. All quotations for the OTCQB Market reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Quarter Ended | High | Low | ||||||
| December 31, 2024 | $ | 6.00 | $ | 1.40 | ||||
| September 30, 2024 | 6.00 | 3.50 | ||||||
| June 30, 2024 | 3.50 | 2.62 | ||||||
| March 31, 2024 | 13.50 | 0.75 | ||||||
| December 31, 2023 | 1.00 | 0.50 | ||||||
| September 30, 2023 | 0.50 | 0.50 | ||||||
| June 30, 2023 | 0.74 | 0.50 | ||||||
| March 31, 2023 | 0.74 | 0.50 | ||||||
On March 28, 2025, the closing bid price for our common stock on the OTCQB Market as reported by the quotation service operated by the OTC Markets Group was $0.91.
Transfer Agent
Nevada Agency and Transfer Company is the registrar and transfer agent for our common shares. Their address is 50 West Liberty, Suite 880 Reno, Nevada, 89501 Telephone: 775-322-0626, Facsimile: 775-322-5623.
Holders of Our Common Stock
As of March 28, 2025, there were 60 registered holders of record of our common stock. As of such date, 25,730,540 shares of common stock were issued and outstanding. The number of our shareholders of record excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.
Dividend Policy
We have not declared or paid any cash dividends since inception. Although there are no restrictions that limit our ability to pay dividends on our common shares, we do not intend to pay dividends for the foreseeable future.
Item 6. Selected Financial Data.
We are a “smaller reporting company” as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant to Regulation S-K.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation. |
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Report.
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Our audited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
We are in the early stages of implementing our plan for the development of a large-scale geothermal-powered data center campus on which we will lease powered building lots and buildings to large enterprise information technology (IT) customers that are creating or addressing the growing demand for AI, Cloud and High-Performance Computing (HPC) digital services. In planning for our initial geothermal-powered data center building lots and building, we are in discussions with several large companies that could lease all or part of the data center campus, with the intention of cultivating long-term strategic relationships with them once they become our customers and providing them with solutions for their data center facilities and IT infrastructure requirements. We initially intend to provide geothermal-powered building lots with flexibility for customers to scale for future growth. As currently contemplated, our offerings will provide clean energy power, flexibility, reliability and security delivered through a tailored, customer-service-focused platform that will be designed to foster long-term relationships.
As of the filing of this Report, we have completed Phase I and entered into Phase II of our data center development plans. In the initial phase of our project, we originally signed an option agreement in March 2023 to acquire 80 acres of commercially-zoned land in Imperial County, California. We believed this site would provide us an opportunity to acquire commercially-zoned land on which we could combine nearby direct clean geothermal/solar energy with a 24/7 data center operation. However, in July 2024, we identified and entered into an option agreement to acquire a larger, 315-acre parcel of land that we believe provides us with significant advantages over our prior data center development site, which include:
| ● | Larger, strategically located, industrial-zoned property with acreage for on-site switchyard, substation and additional data center buildings | |
| ● | Better options for connectivity to high-voltage transmission lines | |
| ● | Closer proximity to existing and planned geothermal power plants | |
| ● | Shorter fiber routing distances to internet backbone and communications networks | |
| ● | Directly on the main north/south transportation corridor (Hwy. 111) and gateway entrance (Sinclair Rd.) to the planned 51,000-acre Lithium Valley development area | |
| ● | Lower flood risk - outside of the 100- and 500- year flood zones in a FEMA X (Unshaded) area |
In late July 2024, we terminated our option agreement to acquire the 80-acre parcel in Imperial County, California as we believe the recently-optioned property is better suited for our immediate needs.
We believe 100% clean-energy-powered data centers are an important element in the ability of the U.S. to meet its carbon neutral climate goals and for hyperscale and enterprise IT companies to meet their shareholder and customer commitments to have an ESG-compliant, clean digital footprint before 2030. As a result, we believe the availability of nearby clean energy and our ability to produce geothermal power on our site will provide us a significant competitive advantage in the marketplace.
In Phase I of our development plan, which we completed in December 2023, we contracted with leading data center advisory firms to complete site, power and connectivity assessments, feasibility studies, engineering plans and project benchmarking. Phase I of our plan included engaging:
| ● | HDR Engineering, Inc., a global professional services firm specializing in architecture, engineering, environmental and construction services (“HDR Engineering”), to complete a site assessment, project feasibility study, and the initial shovel-ready site development plan for our Imperial County site. | ||
| ● | ZGlobal, Inc., a power engineering and energy solutions firm (“ZGlobal”), to assess all available power and transmission routes in the immediate area of the site and to develop a plan to access power from close by geothermal and solar producers via Behind-The-Meter, Off-Take and Power Purchase Agreements directly and through agreements with the local grid operator. |
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| ● | American Dark Fiber, Inc., a provider of dark fiber connectivity to municipalities, carriers, anchor institutions, content developers, data-center operators, and other sophisticated private network users, to develop a robust fiber-based infrastructure that will provide multiple diverse geographic routes of connectivity to our data center site. | ||
| ● | Linesight, a construction consultancy services firm (“Linesight”), to provide cost benchmarking of initial design concepts, and to assist with desktop pre-qualification of architect-engineering firms and construction managers. |
During the beginning of 2024, we started Phase II of our data center development plan. Phase II included hiring additional staff and consultants to complete environmental, health and safety and cyber security procedures and to develop a set of data center operating procedures to meet hyperscale customer pre-qualification requirements. During this phase, we also developed requests for proposals (RFPs) and contract packages for contracting an engineering/design firm and general contractor. In addition, we ramped up our operating staff to support the infrastructure and building design processes and the development of building plans and the permit packages. We also undertook and completed utility studies, transmission planning, site layouts and substation designs.
We are currently in the process of completing our vertically-integrated, geothermal-powered data center campus land-use plan and zone change with Imperial County Planning and Development. We expect that land use and conditional zone change approvals will be completed by the end of 2025 or during the first quarter of 2026. In parallel, we are completing our plans, timelines and budgets for all required county and state environmental studies and reports, which we expect to have completed and filed for data center campus construction, onsite switchyard and electrical distribution system, and fiber, gas, water and sewer lines that connect to the property by the end of 2025. In addition, we are planning to have the required approvals to start the initial construction of the data center campus and all external utility lines by the end of the second quarter 2026. We are also planning that we can complete and submit all design, planning and environmental reports and studies for the state environmental agencies for our planned onsite geothermal production systems by mid-2026.
We are also in the process of completing a master services agreement with a geothermal technology and development company that will provide advanced closed-loop geothermal production technology, sub-surface planning and drilling, above-ground turbine and generator electricity production components and the electrical distribution system design and components. We expect to complete this agreement before the end of June 2025 and have the designs completed for subsurface and surface components before the end of 2025.
Based upon the current interest we have received from potential tenants, we expect that we will have agreements signed to lease all or a substantial part of the development by the end of 2025 or early 2026.
It is anticipated that we will incur significant expenses in the implementation of our business plan as described herein, and that we will require substantial financing to complete the development and construction of the planned vertically-integrated, geothermal-powered data center campus. A failure to obtain this necessary capital when required on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development plans, any commercialization efforts and any other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business. In addition, we may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funding, however, may not be available when required on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when it is required, our ability to commence and grow our proposed business operations, to support our business and to respond to business challenges could be significantly limited.
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We currently have only limited capital with which to pay these anticipated expenses. To fund our business plan going forward, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities.
Results of Operations for the years ended December 31, 2024 and 2023
The following table summarizes our results of operations for the years ended December 31, 2024 and 2023.
Change | ||||||||||||||||
| 2024 | 2023 | Dollar | Percentage | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | - | % | ||||||||
| Operating Expenses | ||||||||||||||||
| Professional fees | 386,000 | 344,000 | 42,000 | 12.2 | ||||||||||||
| Equity-based compensation | 369,000 | 3,032,000 | (2,663,000 | ) | (87.8 | ) | ||||||||||
| General and administrative | 49,000 | 38,000 | 11,000 | 28.9 | ||||||||||||
| Development cost – abandonment | 344,000 | - | 344,000 | 100.0 | ||||||||||||
| Payroll and related expenses | 259,000 | 51,000 | 208,000 | 407.8 | ||||||||||||
| Total operating expenses | $ | 1,407,000 | $ | 3,465,000 | $ | (2,058,000 | ) | (59.4 | )% | |||||||
| Other (expenses) income | ||||||||||||||||
| Interest income | $ | 12,000 | $ | 50,000 | $ | (38,000 | ) | (76.0 | )% | |||||||
| Financing cost | (2,410,000 | ) | (252,000 | ) | 2,158,000 | 856.3 | ||||||||||
| Gain on settlement of accounts payable | - | 23,000 | (23,000 | ) | (100.0 | ) | ||||||||||
| Loss on extinguishment of debt – related party | (2,317,000 | ) | - | 2,317,000 | 100 | |||||||||||
| Loss on extinguishment of debt | (6,468,000 | ) | (986,000 | ) | 5,482,000 | 556.0 | ||||||||||
| Total other expenses | $ | (11,183,000 | ) | $ | (1,165,000 | ) | $ | 10,018,000 | 859.9 | % | ||||||
Revenues
For the years ended December 31, 2024 and 2023, we had no revenues.
Operating Expenses
Professional fees
Our professional fees increased to $386,000 for the year ended December 31, 2024 from $344,000 for the year ended December 31, 2023. The increase of approximately $42,000 was attributable to a decrease in our consulting fees of approximately $63,000, which was offset by an increase in our other professional fess of approximately $105,000.
Equity-based compensation
Our equity-based compensation for the year ended December 31, 2024 was approximately $369,000 as compared to $3,032,000 for the year ended December 31, 2023. During the fourth quarter of 2023, we issued warrants and stock options to our directors and officers with a fair value of $2,916,000, which was recognized as an expense upon issuance. Also for the years ended December 31, 2024 and 2023, the Company capitalized equity based compensation of approximately $2,380,000 and $336,000 as data center cost.
Development cost – abandonment
On July 24, 2024, we terminated our option agreement to acquire 80 acres of commercially-zoned land in Imperial County, California. At such date, we had approximately $344,000 development cost related to that property, which we determined were not usable for our data center campus project.
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Payroll and related expenses
Payroll and related expenses increased to $259,000 for the year ended December 31, 2024, compared to $51,000 for the year ended December 31, 2023. For the year ended December 31, 2023, we had one employee. Our first employee, our Chief Operating Officer, was hired in June 2023, and our second employee, our Vice President of Data Center Development, was hired in February 2024. For the year ended December 31, 2024, our total payroll-related cost for our employees was approximately $1,148,000, of which approximately $889,000 was capitalized as data center development cost.
Financing costs
Our financing cost for the year ended December 31, 2024 increased to $2,410,000 compared to $252,000 for the year ended December 31, 2023. The 2024 financing cost included $2,355,000 for the amortization of debt discount related to our notes payable.
Loss on extinguishment of debt – related party
During the year ended December 31, 2024, the Company and the note holder agreed to convert the note payable of $1,000,000 into 500,000 shares of the Company’s common stock with a fair value of $875,000 and exchanged two warrants, previously issued to the note holder, each for 300,000 shares of the Company’s common stock (“Old Warrant”), for a warrant to purchase 2,258,877 shares of the Company’s common stock (“New Warrant’). The loss on extinguishment of $2,317,000 is difference between (i) $1,755,000 for the note payable of $1,000,000 and fair value of Old Warrant of $755,000 and (ii) $4,072,000 the fair value of the common stock of $875,000 and fair value of the New Warrant of $3,197,000.
Loss on extinguishment of debt
During the years ended December 31, 2024 and 2023, the Company extinguished convertible debentures with the issuance of shares of the Company’s common stock. The fair value of the common stock issued exceeds the carrying amount of the principal and accrued interest by approximately $6,468,000 and $986,000, which was recorded as a loss on extinguishment for the year ended December 31, 2024 and 2023, respectively.
Liquidity and Capital Resources
Our working capital as of December 31, 2024 and 2023 was as follows.
| 2024 | 2023 | |||||||
| Current assets | $ | 296,000 | $ | 318,000 | ||||
| Current liabilities | (514,000 | ) | (1,022,000 | ) | ||||
| Working capital deficit | $ | (218,000 | ) | $ | (704,000 | ) | ||
Our working capital deficit decreased from a $704,000 deficit as of December 31, 2023 to a deficit of $218,000 as of December 31, 2024 for a decrease of $486,000. The decrease in our working capital deficit was due to a $22,000 decrease in our cash and cash equivalents, which was offset by a decrease of $167,000 in our accounts payable and accrued expenses and a decrease of $341,000 in convertible promissory notes, net.
Cash Flows
| For the years ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash used in operating activities | $ | (859,000 | ) | $ | (35,000 | ) | ||
| Net cash used in investing activities | (1,467,000 | ) | (1,730,000 | ) | ||||
| Net cash provided by financing activities | 2,305,000 | - | ||||||
| Effect of exchange rate changes | (1,000 | ) | 6,000 | |||||
| Change in cash and cash equivalents during the period | (22,000 | ) | (1,759,000 | ) | ||||
| Cash and cash equivalents, beginning of period | 308,000 | 2,067,000 | ||||||
| Cash and cash equivalents, end of period | $ | 286,000 | $ | 308,000 | ||||
Cash Flows from Operations
Cash used in operating activities increased to approximately $859,000 for the year ended December 31, 2024 from approximately $35,000 for the year ended December 31, 2023, which was predominantly related to the increase in our expenditures for filing fees, legal fees, transfer agent fees and consulting fees paid during the period.
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Cash Flows from Investing
Our cash used in investing activities increased to approximately $1,467,000 for the year ended December 31, 2024 from approximately $1,730,000 for the year ended December 31, 2023. The primary use of cash was for expenditures for the development of our data center campus.
Cash Flows from Financing
Our cash provided by financing activities increased to approximately $2,305,000 for the year ended December 31, 2024 from approximately nil for the year ended December 31, 2023. The increase of $2,305,000 was due to the issuance of a promissory note in the principal amount of $1,000,000 and the issuance of convertible debentures in the principal amount of $1,410,000 less $106,000 of cash paid for expenses related to the issuance.
Liquidity and Material Cash Requirements
Even though we experienced negative cash flows from operations of approximately $859,000 for the year ended December 31, 2024, as a result of our private placement of a promissory note and convertible debentures in the principal amounts of $1,000,000 and $1,410,000, respectively, we had cash and cash equivalents of approximately $286,000 at December 31, 2024. As of December 31, 2024, we had approximately $1,410,000 of convertible debentures with maturity dates on December 31, 2026.
It is anticipated that we will incur expenses in the implementation of our business plan described above, and such expenses will require substantial financing to complete the development of the property for a data center operation and to achieve our goals. We currently have only limited capital with which to pay these anticipated expenses. To fund our business plan going forward, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. We are currently in discussions with several potential funding sources. However, there can be no assurance we will be able to successfully raise additional funds when required, if at all.
The failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development plans, any commercialization efforts or other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business and may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funds, however, may not be available when we need them on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to commence our proposed business operations, to continue to grow and support our business and to respond to business challenges could be significantly limited.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.
| Item 8. | Financial Statements and Supplementary Data. |
Our financial statements and notes thereto and the reports of RBSM LLP, our independent registered public accounting firm, are set forth on pages F-1 through F-22 of this Report.
| Item 9. | Changes In and Disagreements With Accountants On Accounting and Financial Disclosure. |
Not Applicable
| Item 9A. | Controls and Procedures. |
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, these officers concluded that as of the end of the period covered by this Annual Report on Form 10-K, these disclosure controls and procedures were not effective.
The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdown can occur because of simple error or mistake.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of December 31, 2024 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at December 31, 2024 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and
(iv) no written whistle-blower policy.
We plan to take steps to enhance and improve the design of our internal controls over financial reporting when our company has sufficient staff to allocate responsibilities. During the period covered by this Report, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes once our financial resources will support the required staffing level: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle-blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan. The remediation efforts set out in (i) and (iii) are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.
This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Report.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Changes In Internal Control Over Financial Reporting.
There were no changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 9B. | Other Information. |
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PART III
| Item 10. | Directors, Executive Officers and Corporate Governance. |
Directors and Executive Officers
Our directors and executive officers, their ages and their positions held with our company are as follows:
| Name | Age | Position(s) Held with the Company | ||
| Michael Campbell | 69 | Chairman of the Board and Chief Executive Officer | ||
| Joel D. Stone | 55 | President and Chief Operations Officer | ||
| Dean S. Skupen | 64 | Chief Financial Officer | ||
| Steven Shum | 55 | Director | ||
| Sean Fontenot | 45 | Director |
There are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions. There are no family relationships among our directors or officers.
The following biographical information regarding our directors and executive officers.
Michael Campbell. Mr. Campbell became our Chief Executive Officer on September 12, 2018. For the past 20 years, Mr. Campbell has been the managing director of M1 Advisors LLC, a business advisory and consulting firm that has engineered, orchestrated and provided support and services to numerous private-to-public transitions, debt and equity financings and hyper- organic-growth and consolidation strategies in a wide range of industries. In addition, from December 2011 to February 2017, Mr. Campbell was the Chief Executive Officer and a director of NXChain, Inc., a publicly-traded start-up shell company in the cryptocurrency business that was a successor to AgriVest Americas Inc., a publicly-traded start-up shell company that sought to acquire cattle ranches in Brazil for conversion to soybean farms. Mr. Campbell spent the first 20 years of his career in the high-tech industry creating and operating various companies that included a computer retailing operation, data-storage peripheral company with three computer disk-drive manufacturing companies through joint ventures with the Russian, Chinese and Spanish governments, a specialized call-center company for telco broadband provisioning and an online broadband services ordering and order aggregation company with the Regional Bell Operating Companies.
Joel D. Stone. Mr. Stone became our President and Chief Operating Officer on March 28, 2023. Mr. Stone has 24 years of broad-based operations, engineering, construction, integration, transformation, and technical leadership in the data center infrastructure, sourcing, and telecommunications industries. Prior to joining our company, Mr. Stone led the Global Site Sourcing teams for Meta Platforms that supported the data center infrastructure teams from 2019 to 2022. Prior to 2019, Mr. Stone served as Senior Vice President and Chief Operating Officer of RagingWire Data Centers, an NTT communications company, where he was responsible for critical facilities engineering, design, construction, and data center operations from 2016-2018. Prior to RagingWire, Mr. Stone served as Vice President of Global Data Center Operations for CenturyLink Communications, responsible for 58 data centers around the world and a global team of 600+ people from 2011to 2016. Prior to CenturyLink, Mr. Stone was Group Operations Director at Global Switch in London, one of the largest wholesale data center providers in Europe and Asia. Mr. Stone spent nine years at Microsoft where he was responsible for all North America data center operations. Earlier in his career, Mr. Stone built-out two state-of-the-art data centers in Silicon Valley (Santa Clara) for Cable & Wireless Communications.
Dean S. Skupen. Mr. Skupen became our Chief Financial Officer on September 12, 2018. Mr. Skupen is a business advisor who has provided various financial accounting services to, or acted as the Interim Chief Financial Officer for, a number of public companies since 2010. Prior to that, he was a Partner at Stonefield Josephson, Inc. (now Marcum, LLP), an accounting firm with five offices throughout California where he provided auditing and consulting services to public companies and to privately-held entrepreneurial companies transitioning to public ownership in diverse industries. Mr. Skupen graduated from the University of Southern California with a Bachelor of Science degree in Accounting. In addition, he is licensed as a Certified Public Accountant in the State of California.
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Steven M. Shum. Mr. Shum became a director of our company on October 7, 2021. Mr. Shum has been Chief Executive Officer of INVO Bioscience (NASDAQ: INVO) since October 2019 and a member of the board of directors of INVO Bioscience since October 2017. Prior to INVO Bioscience, Mr. Shum served as Chief Financial Officer of Eastside Distilling (NASDAQ: EAST) from October 2015 to November 2019. Prior to joining Eastside, from October 2008 until April 2015, Mr. Shum was an employee and a member of the board of directors of XZERES Corp. (OTCQB:XPWR), a global renewable energy company, where he served in various officer roles, including Chief Operating Officer from September 2014 until April 2015, Chief Financial Officer, Principal Accounting Officer and Secretary from April 2010 until September 2014 (under former name, Cascade Wind Corp) and Chief Executive Officer and President from October 2008 to August 2010. Mr. Shum also serves as the managing principal of Core Fund Management, LP and the Fund Manager of Core Fund, LP. He was a founder of Revere Data LLC (now part of Factset Research Systems, Inc.) and served as its Executive Vice President for four years, heading up the product development efforts and contributing to operations, business development, and sales. He spent six years as an investment research analyst and portfolio manager of D.N.B. Capital Management, Inc. His previous employers include Red Chip Review and Laughlin Group of Companies. He earned a B.S. in Finance and a B.S. in General Management from Portland State University in 1992.
Sean Fontenot. Mr. Fontenot became a director of our company on October 7, 2021. Mr. Fontenot has spent more than 20 years as a self-employed IT and network specialist and in 2017 became an executive producer of independent films. Mr. Fontenot is a technology enthusiast and film producer that manages a 5013c foundation dedicated to (i) educating the public on the history of video, arcade, and computer gaming - including the technical aspects and the impact of games on society; (ii) fostering public interest in software development and gaming hardware to enable technological growth and inspire the next generation of developers, and (iii) developing public space for action sports’ recreation - including mentoring youths and building programs designed to help bridge the gender gap in various action sports categories as well as underserved community members.
Involvement in Certain Legal Proceedings
None of our directors and executive officers have been involved in any of the following events during the past ten years:
| 1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); | |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; | |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, where the judgment has not been reversed, suspended, or vacated; | |
| 5. | being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any federal or state securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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Director Independence
Our board of directors has reviewed the composition of our board of directors and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of Steven Shum and Sean Fontenot is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.
Board Committees
We do not have a standing Audit Committee. We do not believe that the lack of an Audit Committee has had or will have any adverse effect on our financial statements, based upon current operations; however, our board of directors will consider establishing an Audit Committee of independent directors as the number of directors increases. Until such time, our board of directors will perform the duties of an Audit Committee including delegating an auditor firm and interacting with them.
We do not have a standing Compensation Committee. Presently, the salary and benefits of our executive officers are determined by our entire board of directors. As we continue to develop our data center and commence selling colocation services, we expect to increase the size of our board to include independent directors who will approve the compensation arrangements with our executive officers.
We also do not have a Nominating Committee as we have not adopted any procedures by which security holders may recommend nominees to our board of directors.
Code of Ethics
Effective March 28, 2022, our Board of Directors adopted an amended Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers, contractors, consultants and advisors. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to our company at the address on the cover of this Annual Report.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2024 filed with the SEC, all required Section 16 reports under the Exchange Act for our directors, executive officers and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2024, except for a late Form 4 filing for Michael Campbell. As of the date of the filing of this annual report, such Form 4 filing has been made.
| Item 11. | Executive Compensation. |
The following table sets forth all compensation awarded to, earned by or paid to the executive officers of our company during the years ended December 31, 2024 and 2023. No compensation was paid to any other executive officer of our company during such periods.
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SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option/Warrant Awards(4) ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Michael Campbell | 2024 | 239,999 | - | - | 323,050 | - | - | 92,006 | (1) | 655,055 | ||||||||||||||||||||||||||
| Chief Executive Officer | 2023 | - | - | 1,601,110 | - | - | 204,179 | (1) | 1,805,289 | |||||||||||||||||||||||||||
| Joel D. Stone | 2024 | 225,000 | - | - | 786,092 | - | - | - | 1,011,092 | |||||||||||||||||||||||||||
| President and Chief Operating Officer(2) | 2023 | 187,500 | - | - | 409,968 | - | - | 38,396 | 635,864 | |||||||||||||||||||||||||||
| Dean S. Skupen | 2024 | - | - | - | - | - | - | 60,000 | (3) | 60,000 | ||||||||||||||||||||||||||
| Chief Financial Officer | 2023 | - | - | - | - | - | - | 60,000 | (3) | 60,000 | ||||||||||||||||||||||||||
| (1) | Represented amounts earned by Mr. Campbell as a consultant to our company. Mr. Campbell became an employee of our company in March 2024. | |
| (2) | Mr. Stone became our President and Chief Operating Officer on March 28, 2023. | |
| (3) | Represents amounts earned by Mr. Skupen under his consulting agreement. | |
| (4) | Reflects the aggregate fair value computed in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. See Note 2 to our consolidated financial statements for the year ended December 31, 2024 included in this report regarding assumptions underlying the valuation of equity awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. |
Employment Agreement
On June 19, 2023, we entered into an Employment Agreement dated as of June 19, 2023 (the “Employment Agreement”) with Joel D. Stone, our President and Chief Operating Officer. Pursuant to the terms of the Employment Agreement, Mr. Stone received or will receive (i) an annual base salary of $250,000, which amount may be increased upon our reaching certain benchmarks described in the Employment Agreement, as determined in our sole discretion; (ii) an initial option grant of seven-year options to purchase 2,500,000 shares of our common stock for a purchase price of $0.50 per share, of which the right to purchase up to 1,250,000 shares will vest in equal installments over a period of three years and the right to purchase up to 1,250,000 shares will vest upon our completing certain milestones that are set out in the Employment Agreement; and (iii) the right to participate in all benefit plans offered to our senior executive officers.
The Employment Agreement also provides for certain severance benefits upon a termination by us without “cause” or by Mr. Stone for “good reason.” In the event of a termination by us without “cause” or by Mr. Stone for “good reason” after the first full year of employment, Mr. Stone will be entitled to (i) continued payment of his base salary for the lesser of six (6) months or the remaining term of the Employment Agreement, subject to Mr. Stone signing a timely and effective separation agreement containing a release of all claims against us and other customary terms; provided, however, that if such termination is between the 91st day and the end of the first year of employment, Mr. Stone will be entitled to a pro rata portion of such payment.
The Employment Agreement contains customary confidentiality restrictions and work-product provisions with respect to Mr. Stone, as well as customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.
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Consulting Agreements
On October 20, 2018, we entered into a consulting agreement with DSS Consulting Corporation, a corporation controlled by Dean Skupen, our Chief Financial Officer (“DSS Consulting”), pursuant to which DSS Consulting agreed to continue to provide consulting services to our company and to cause Mr. Skupen to serve as our Chief Financial Officer. The agreement with DSS Consulting will continue until terminated by either party. Pursuant to such agreement, DSS Consulting was issued 250,000 shares of common stock in March 2019 and DSS Consulting will be paid a monthly consulting fee in the amount of $5,000. The consulting agreement contains customary confidentiality restrictions and work-product provisions, as well as customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.
Equity Compensation Plan Information
The following table provides information as of December 31, 2024, regarding our compensation plans under which equity securities are authorized for issuance:
| Plan category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||
| (a) | (b) | (c) | ||||||||||
| 2021 Equity compensation plan approved by security holders | 8,204,000 | $ | 0.97 | 1,796,000 | ||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||
| Total | 8,204,000 | $ | 0.97 | 1,796,000 | ||||||||
2021 Equity Incentive Plan
On October 4, 2021, we adopted our 2021 Equity Incentive Plan (the “Equity Plan”) to provide an additional means to attract, motivate, retain and reward selected employees and other eligible persons. Our stockholders also approved the Equity Plan on October 4, 2021. On November 28 2023, our board of directors approved an increase in the number shares of common stock reserved for issuance under the Equity Plan to 10,000,000 shares, subject to stockholder approval, which has not yet been obtained. Employees, officers, directors and consultants who provide services to us or one of our subsidiaries were eligible to receive awards under the Equity Plan. Awards under the Equity Plan are issuable in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards.
As of December 31, 2024, options to purchase an aggregate of 8,204,000 shares of common stock had been granted under the Equity Plan, and 1,796,000 shares authorized under the Equity Plan remained available for award purposes.
Purpose. The purpose of the Equity Plan is to further and promote the interests of our company and its stockholders by enabling us to attract, retain and motivate employees, directors and consultants, or those who will become employees, directors or consultants, and to align the interests of those individuals with the interests of our stockholders.
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Administration. The Equity Plan will be administered by an independent compensation committee appointed by the Board (the “Compensation Committee”), which will have general administrative authority for the Equity Plan. In the event that the Board has not appointed the Compensation Committee, then the Board shall have all the powers of the Compensation Committee under the Equity Plan. The Compensation Committee may delegate certain limited authority to one or more of our senior executive officers to grant awards to employees who are not subject to Section 16 of the Exchange Act. Additionally, the Compensation Committee may designate persons other than members of the Compensation Committee to carry out the day-to-day ministerial administration of the Equity Plan (other than with regard to the selection for participation in the Equity Plan and/or the granting of any awards to participants) under such conditions and limitations as prescribed by the Compensation Committee (the appropriate acting body, be it the Compensation Committee, the Board, or an executive officer within his or her delegated authority, is referred to herein as the “Administrator”). The Administrator’s determinations under the Equity Plan need not be uniform and may be made selectively among the Equity Plan’s participants, whether or not such participants are similarly situated.
The Administrator has broad authority under the Equity Plan with respect to award grants including, without limitation, the authority to:
| ● | select the Equity Plan’s participants; | |
| ● | make awards in such amounts and form as the Administrator shall determine; | |
| ● | impose such restrictions, terms and conditions upon such awards as the Administrator shall deem appropriate; and | |
| ● | correct any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Equity Plan and/or any award agreement. |
Eligibility. Persons eligible to receive awards under the Equity Plan include employees, directors and consultants, or those who will become employees, directors or consultants, of our company and/or its subsidiaries. Notwithstanding the above, incentive stock options may only be granted under the Equity Plan to our employees.
Authorized Shares. The maximum number of shares of common stock that may be initially issued or transferred pursuant to awards under the Equity Plan shall not exceed 10,000,000 shares, all of which may be issued as any type of award permitted under the Equity Plan, including, but not limited to, incentive stock options.
Types of Awards. The Equity Plan authorizes awards of stock options and restricted shares of common stock.
A stock option is the right to purchase shares of common stock at a future date at a specified price per share. The per share exercise price of an option generally may not be less than the fair market value of a share of common stock on the date of grant. The maximum term of an option is ten years from the date of grant. An option may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described under “Federal Income Tax Consequences of Awards Under the Plan” below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the U.S. Internal Revenue Code (the “Code”) and the Equity Plan. Incentive stock options may only be granted to employees of our company or a subsidiary.
Restricted shares are shares of common stock granted to Equity Plan participants, subject to such restrictions, terms and conditions, if any, as the Administrator deems appropriate, including, without limitation, (a) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (b) the requirement that the participant deposit such shares with our company while such shares are subject to such restrictions, and (c) the requirement that such shares be forfeited upon termination of employment or service with our company for any reason or for specified reasons within a specified period of time or for other reasons (including, without limitation, the failure to achieve designated performance goals). Upon satisfaction or lapse of the applicable restrictions, terms, and conditions, subject to applicable securities laws, the participant will receive shares of common stock in exchange for such restricted shares.
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Dividend Equivalents; Deferrals. The Administrator may provide for the deferred payment of awards and may determine the other terms applicable to deferrals. The Administrator may provide that awards under the Equity Plan earn dividends or dividend equivalents based on the amount of dividends paid on outstanding shares of common stock.
Assumption and Termination of Awards. Generally, and subject to limited exceptions set forth in the Equity Plan, if we dissolve or undergo certain corporate transactions such as a merger, business combination, or other reorganization, or a sale of substantially all of its assets, all awards then-outstanding under the Equity Plan will become fully vested or paid, as applicable, and will terminate or be terminated in such circumstances, unless the Administrator provides for the assumption, substitution or other continuation of the award. The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the Equity Plan. For example, the Administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.
Clawback. We may cancel any award under the Equity Plan, require reimbursement from a participant, and effect any other right of recoupment of equity or other compensation provided under the Equity Plan in accordance with any clawback policies adopted by us.
Transfer Restrictions. Subject to certain exceptions contained in the Equity Plan, awards under the Equity Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws.
Adjustments. As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Equity Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.
No Limit on Other Authority. The Equity Plan does not limit the authority of the Board or any committee to grant awards or authorize any other compensation, with or without reference to our common stock, under any other plan or authority.
Termination of or Changes to the Equity Plan. The Board may amend or terminate the Equity Plan at any time and in any manner. Stockholder approval for an amendment will be required only to the extent then required by applicable law or any applicable listing agency or required under Sections 422 or 424 of the Code to preserve the intended tax consequences of the plan. For example, stockholder approval will be required for any amendment that proposes to increase the maximum number of shares that may be delivered with respect to awards granted under the Equity Plan (adjustments as a result of stock splits or similar events will not, however, be considered an amendment requiring stockholder approval). Unless terminated earlier by the Board, the authority to grant new awards under the Equity Plan will terminate on October 4, 2031. Outstanding awards, as well as the Administrator’s authority with respect thereto, generally will continue following the expiration or termination of the Equity Plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any Equity Plan amendment) materially and adversely affects the holder.
Federal Income Tax Consequences of Awards under the Plan.
The U.S. federal income tax consequences of the Equity Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the Equity Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe certain elections under the Code (such as an election under Code Section 83(b)), alternative minimum tax, or state, local, or international tax consequences.
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With respect to nonqualified stock options, we are generally entitled to deduct, and the participant recognizes taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, we are generally not entitled to a deduction nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax. Upon a disposition of shares acquired by exercise of an incentive stock option before the end of the applicable incentive stock option holding periods, the participant generally must recognize ordinary income equal to the lesser of (i) the fair market value of the shares at the date of exercise minus the exercise price or (ii) the amount realized upon the disposition of the incentive stock option shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of an option (including an incentive stock option for which the incentive stock option holding periods are met) generally will result in only capital gain or loss.
With respect to restricted shares, we are generally entitled to deduct and the participant recognizes taxable income in an amount equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant).
If an award is accelerated under the Equity Plan in connection with a “change in control” (as this term is used under the Code), we may not be permitted to deduct the portion of the compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits under the Code (and certain related excise taxes may be triggered).
We have the authority and the right to deduct or withhold, or require a participant to remit to us, an amount sufficient to satisfy any income, payroll, and other taxes (including, without limitation, pursuant to the Federal Insurance Contributions Act and the Federal Unemployment Tax Act) to the extent required by law to be withheld with respect to any taxable event concerning a participant arising as a result of an award under the Equity Plan.
Incentive Plan Awards
No equity awards or grants were made to our named executive officers during the fiscal year ended December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth outstanding equity awards to our named executive officers as of December 31, 2024.
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| Option/Warrants Awards | Stock Awards | |||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options/Warrants (#) Exercisable | Number of Securities Underlying Unexercised Options/Warrants (#) Unexercisable | Exercise Price ($) | Expiration Date | Number of Shares or Units of Stock that have not Vested | Market Value of Shares or Units of Stock that have not Vested | ||||||||||||||||
| Michael Campbell (1) | 3,545,801 | - | $ | 0.54 | 12/31/2028 | - | - | |||||||||||||||
| Michael Campbell (1) | 500,000 | - | 0.54 | 12/31/2030 | - | - | ||||||||||||||||
| Michael Campbell (2) | 166,667 | 333,333 | 0.54 | 12/6/2030 | - | - | ||||||||||||||||
| Michael Campbell (3) | 500,000 | 0.54 | 12/6/2030 | - | - | |||||||||||||||||
| Joel D. Stone (2) | 166,667 | 333,333 | 0.50 | 12/6/2030 | - | - | ||||||||||||||||
| Joel D. Stone (3) | 500,000 | 0.50 | 12/6/2030 | - | - | |||||||||||||||||
| Joel D. Stone (4) | 1,250,000 | 0.50 | 6/19/2030 | - | - | |||||||||||||||||
| Joel D. Stone (5) | 200,000 | 400,000 | 0.54 | 6/19/2030 | - | - | ||||||||||||||||
| Joel D. Stone (5) | 216,666 | 433,334 | 0.54 | 6/19/2030 | - | - | ||||||||||||||||
| (1) | Granted on December 6, 2023. Represents fully-vested options/warrants granted to M1 Advisors LLC, a company controlled by Michael Campbell. | |
| (2) | Granted on December 6, 2023. One third vest on 1st anniversary of grant date, one third on the 2nd anniversary of grant date and one third on the 3rd anniversary of grant date. | |
| (3) | Granted on December 6, 2023. These options vest at various times based on the achievement of various performance milestones. | |
| (4) | Granted on June 19, 2023. These options vest at various times based on the achievement of various performance milestones. | |
| (5) | Granted on June 19, 2023. One third vest on 1st anniversary of grant date, one third on the 2nd anniversary of grant date and one third on the 3rd anniversary of grant date. |
Aggregated Option Exercises
There were no options exercised by any officer or director of our company during the year ended December 31, 2024.
Director Compensation
General. The following discussion describes the significant elements of the expected compensation program for members of our board of directors and its committees. The compensation of our directors is designed to attract and retain committed and qualified directors and to align their compensation with the long-term interests of our shareholders. Directors who are also executive officers (each, an “Excluded Director”) will not be entitled to receive any compensation for his or her service as a director, committee member or Chair of our board of directors or of any committee of our board of directors.
Director Compensation Arrangements. Our non-employee director compensation program is designed to attract and retain qualified individuals to serve on our board of directors. Our board of directors, on the recommendation of our compensation committee, will be responsible for reviewing and approving any changes to the directors’ compensation arrangements. In consideration for serving on our board of directors, each director (other than Excluded Directors) will be paid an annual retainer. All directors will be reimbursed for their reasonable out-of-pocket expenses incurred while serving as directors.
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Cash Compensation. We did not pay any cash compensation to our directors during the year ended December 31, 2024. However, we intend to implement a cash compensation program for our board members in the future.
Equity Awards. We did not grant any compensatory equity awards to our directors during the year ended December 31, 2024. However, we intend to implement a program for the grant of equity awards to our board members in the future.
Pension and Retirement Plans
Currently, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees, in the event of retirement.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
The following table sets forth, as of March 15, 2025, the names, addresses and number of shares of common stock beneficially owned by (i) all persons known to our management to be beneficial owners of more than 5% of the outstanding shares of our common stock, (ii) each director of our company, (iii) each named Executive Officer and (iv) all executive officers and directors of our company as a group (except as indicated, each beneficial owner listed exercises sole voting power and sole dispositive power over the shares beneficially owned):
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(1) | ||||||
| Michael Campbell(2) | 13,066,667 | 36.2 | % | |||||
| Joel Stone(3) | 583,333 | 1.6 | % | |||||
| Dean Skupen(4) | 325,000 | 0.9 | % | |||||
| Steven Shum(5) | 565,010 | 1.6 | % | |||||
| Sean Fontenot(6) | 14,283,263 | 39.5 | % | |||||
| All executive officers and directors as a group | ||||||||
| (5 persons) | 28,823,273 | 79.8 | % | |||||
| (1) | As of March 15, 2025, there were 25,730,540 shares of common stock outstanding. Except as indicated in the footnotes to this table, we believe that all persons named in the table have sole voting and investment power with respect to all common stock shown as beneficially owned by them. In accordance with the rules of the Securities and Exchange Commission (the “Commission”), a person or entity is deemed to be the beneficial owner of common stock that can be acquired by such person or entity within sixty (60) days upon the exercise of options or warrants or other rights to acquire common stock. Each beneficial owner’s percentage of ownership is determined by assuming that options and warrants that are held by such person (but not those held by any other person) and which are exercisable within sixty (60) days have been exercised. The inclusion herein of such shares listed as beneficially owned does not constitute an admission of beneficial ownership. |
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| (2) | Represents (i) 8,854,199 shares of common stock owned of record by M1 Advisors LLC, a company controlled by Michael Campbell, (ii) currently-exercisable warrants to purchase 3,545,801 shares of common stock owned of record by M1 Advisors LLC, (iii) currently-exercisable stock options to purchase 500,000 shares of common stock owned by M1 Advisors LLC, and (iv) currently-exercisable stock options to purchase 166,667 shares of common stock owned by Michael Campbell. The address of Michael Campbell and M1 Advisors LLC is 11753 Willard Avenue, Tustin, CA 92782. Mr. Campbell has sole voting and investment power over the shares held by M1 Advisors LLC. |
| (3) | Represents currently-exercisable stock options to purchase 583,333 shares of common stock owned by Joel Stone. |
| (4) | Represents shares of common stock owned of record by DSS Consulting Corporation, a company controlled by Dean Skupen. DSS Consulting Corporation’s address is 30 N Gould Street, Suite 12829, Sharidan, WY 82801 Mr. Skupen has sole voting and investment power over the shares held by DSS Consulting Corporation. |
| (5) | Represents (i) 161,010 shares of common stock owned of record by Core Fund Management, LP, a company controlled by Steven Shum and (ii) currently exercisable stock options to purchase 404,000 shares of common stock owned by Steven Shum. The address of Core Fund Management, LP is 1515 SW 5th Avenue, Suite 606, Portland, OR 97201. Mr. Shum has sole voting and investment power over the shares held by Core Fund Management. |
| (6) | Represents (i) 9,074,386 shares of common stock owned of record by Nanosha LLC, a company controlled by Sean Fortenot, (ii) currently exercisable warrants to purchase 4,458,877 shares of common stock owned of record by Nanosha LLC, and (iii) currently-exercisable stock options to purchase 750,000 shares of common stock owned by Nanosha LLC. The address of Nanosha Investments LLC is 1202 Walnut Avenue, Long Beach, CA 90813. Mr. Fontenot has sole voting and investment power over the securities held by Nanosha Investments, LLC. |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
A “related party transaction” is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related party had or will have a direct or indirect material interest. A “related party” includes:
| ● | any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors; | |
| ● | any person who beneficially owns more than 5% of our common stock; | |
| ● | any immediate family member of any of the foregoing; or | |
| ● | any entity in which any of the foregoing is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest. |
Other than compensation arrangements for our named executive officers and directors, which we describe herein, the only related party transactions to which we were a party during the years ended December 31, 2024 and 2023, since December 31, 2024, or any currently proposed related party transaction, are as follows.
Between December 11, 2023 and February 20, 2024, we entered into a series of exchange subscription agreements (each, an “Exchange Agreement”) with 14 holders (each, a “Holder”) of our outstanding promissory notes and, in certain cases, related outstanding stock purchase warrants, pursuant to which we and the Holders agreed to exchange their promissory notes, and, if applicable, related stock purchase warrants, for shares of our common stock. Pursuant to the Exchange Agreements, an aggregate of $5,417,459.50 of principal and accrued interest under the outstanding promissory notes and, if applicable, related stock purchase warrants was exchanged for an aggregate of 10,834,919 shares of common stock (the “Exchange Shares”). Nanosha Investments LLC, a limited liability company controlled by Sean Fontenot, a director of our company (“Nanosha”), entered into an Exchange Agreement with us pursuant to which it exchanged (i) a promissory note with outstanding principal and accrued interest in the aggregate amount of $4,287,193, and (ii) a warrant for the purchase of 1,540,000 shares of common stock, for 8,574,386 of the Exchange Shares.
| 26 |
On February 12, 2024, Nanosha made a loan to us in the amount of $1,000,000 in consideration for which we issued to Nanosha a promissory note in the principal amount of $1,000,000 that bore interest at the rate of 10% per annum and originally matured on May 30, 2024 and a five-year warrant to purchase up to 200,000 shares of common stock with an initial exercise price of $0.50 per share. On May 30, 2024, we issued to Nanosha a five-year warrant to acquire 300,000 shares of common stock with an exercise price of $3.50 per share in consideration for the agreement of Nanosha to extend the maturity date of our promissory note from May 30, 2024 to August 31, 2024 and on August 31, 2024, we issued to Nanosha a five-year warrant to acquire 300,000 shares of common stock with an exercise price of $3.80 per share in consideration for the agreement of Nanosha to extend the maturity date of our promissory note from August 31, 2024 to December 31, 2024.
On December 15, 2024, we entered into an exchange subscription agreement with Nanosha pursuant to which Nanosha exchanged (i) the promissory note we issued to Nanosha on February 12, 2024 in the principal amount of $1,000,000, and (ii) the warrants we issued to Nanosha on May 30, 2024 and August 31, 2024 for the purchase of an aggregate of 600,000 shares of common stock, for (a) 500,000 shares of common stock and (b) a five-year warrant to purchase an aggregate of 2,258,877 shares of common stock for a purchase price of $2.00 per share. In connection with such exchange, we paid accrued interest on the exchanged promissory note in the amount of $105,918 in cash.
| Item 14. | Principal Accountant Fees And Services. |
Audit Fees
The aggregate fees billed for professional services rendered by RBSM LLP, our principal accountants for the years ended December 31, 2024 and 2023, for the audit of financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these periods were as follows:
For the Years ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Audit Fees and Audit Related Fees | $ | 45,000 | $ | 45,000 | ||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 45,000 | $ | 45,000 | ||||
In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s financial statements for the periods indicated above. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services, including quarterly reviews, that are reasonably related to the performance of the audit of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our board of directors either before or after the respective services were rendered.
| 27 |
PART IV
| Item.15. | Exhibits, Financial Statement Schedules. |
| 28 |
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 1st day of April 2025.
| CalEthos, Inc. | ||
| By: | /s/ Michael Campbell | |
| Name: | Michael Campbell | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Michael Campbell | Chief Executive Officer and Director | April 1, 2025 | ||
| Michael Campbell | (Principal Executive Officer) | |||
| /s/ Dean S. Skupen | Chief Financial Officer | April 1, 2025 | ||
| Dean S. Skupen | (Principal Accounting Officer) | |||
| /s/ Sean Fontenot | Director | April 1, 2025 | ||
| Sean Fontenot | (Director) | |||
| /s/ Steven Shum | Director | April 1, 2025 | ||
| Steven Shum | (Director) |
| 29 |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Report:
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
CalEthos, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CalEthos Inc., (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes and schedules (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the accompanying consolidated financial statements, although the Company has net income it is primarily attributable to non-cash reversal of compensation for restricted stock units, has generated negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. RBSM determined there were no CAM’s for the audit of the year ended December 31, 2024.
/s/
We have served as the Company’s auditor since 2018.
April 1, 2025
PCAOB ID No. 587
| F-2 |
CalEthos, Inc.
Consolidated Balance Sheets
As of December 31,
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid and other current expenses | ||||||||
| Total current assets | ||||||||
| Data center Campus costs | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Convertible promissory notes, net | ||||||||
| Notes payable, net of discount | ||||||||
| Total current liabilities | ||||||||
| Convertible debentures, net | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity | ||||||||
| Series A convertible preferred stock, par value $, shares authorized; shares issued and outstanding | ||||||||
| Preferred stock, par value $, shares authorized, shares issued and outstanding | ||||||||
| Common stock par value $: shares authorized; and shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Other comprehensive income | ||||||||
| Stock subscription receivable | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
CalEthos, Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the Years Ended December 31.
| 2024 | 2023 | |||||||
| Revenues | $ | $ | ||||||
| Operating Expenses | ||||||||
| Professional fees | ||||||||
| Equity-based compensation | ||||||||
| General and administrative expenses | ||||||||
| Data center campus cost - abandonment | ||||||||
| Payroll and related expense | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Interest income | ||||||||
| Financing costs | ( | ) | ( | ) | ||||
| Financing costs – related party | ( | ) | ||||||
| Gain on settlement of accounts payable | ||||||||
| Loss on extinguishment of notes payable – related party | ( | ) | ||||||
| Loss on extinguishment of convertible promissory notes | ( | ) | ( | ) | ||||
| Total other expenses | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss per share - Basic and Diluted | ) | ) | ||||||
| Weighted Average common shares outstanding - Basic and Diluted | ||||||||
| Comprehensive (loss) income | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation gain | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
CalEthos, Inc.
Consolidated Statements of Stockholders’ Equity
For the Years Ended December 31, 2024 and 2023
| Series A convertible preferred stock | Preferred Stock | Common Stock | Additional Paid-in | Stock Subscription | Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Income | Deficit | equity | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Cancellation of shares | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Shares issued for extinguishment of convertible debentures | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation income (loss) | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for extinguishment of Convertible Debentures and accrued interest | ||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued for note payable extension | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for extinguishment of notes payable | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Warrants issued for extinguishment of notes payable | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Proceeds for stock subscription receivable | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
CalEthos, Inc.
Consolidated Statements of Cashflow
For the Years Ended December 31,
| 2024 | 2023 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of note payable discounts | ||||||||
| Amortization of debt issuance cost | ||||||||
| Fair value of equity-based compensation | ||||||||
| Gain on settlement of accounts payable | ( | ) | ||||||
| Loss on extinguishment of notes payable – related party | ||||||||
| Loss on extinguishment of debt | ||||||||
| Write off of development cost | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Date center campus development cost | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Cash proceeds from issuance of convertible debentures | ||||||||
| Cost for issuance of convertible debentures | ( | ) | ||||||
| Proceeds from stock subscription receivable | ||||||||
| Cash proceeds for issuances of notes payable | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Common stock and warrants issued for extinguishment of notes payable | $ | $ | ||||||
| Note payable converted to equity | $ | $ | ||||||
| Capitalized interest – project development cost | $ | $ | ||||||
| Convertible debentures accrued interest converted to equity | $ | $ | ||||||
| Equity-based compensation capitalized | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
CalEthos, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Note 1 – Organization and Accounting Policies
CalEthos, Inc. (the “Company” or “we”) was incorporated on March 20, 2002 under the laws of the State of Nevada.
As of July 2022, the Company’s board of directors resolved to focus exclusively on developing a clean-energy-powered data center (“Data Center Campus”). As such, the Company is implementing its plan to build aa large-scale, data center campus vertically integrated with onsite geothermal power production In addition, the Company may acquire assets and all or part of other companies operating in the clean energy or data center infrastructure industries or invest in or joint venture with other more-established companies already in the industry that would add value to the Company’s business strategy.
Korean entity
On
November 5, 2021, AIQ System Inc. (“AIQ”) was incorporated in Seoul, Republic of Korea. AIQ is authorized to issue million
shares of common stock. At the date of incorporation, shares were issued to the Company for Korean Won, or approximately
$
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary from the formation date. All material intercompany transactions and balances have been eliminated in consolidation.
Going Concern and Liquidity
The
Company incurred a net loss of approximately $
| F-7 |
The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of services; the uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund the Company’s operations and generating a level of revenues adequate to support the Company’s cost structure.
The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the development of the Company’s data center campus, approvals for construction permits, construction times, delivery of critical equipment, market demand for the Company’s wholesale colocation data center services, the timing of customer commitments for data center space, the management of working capital, and payment terms and conditions for purchase of the Company’s services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to raise additional funding from investors or through other avenues, it may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Segment Reporting
The Company adopted FASB issued ASU 2023-07, “Segment Reporting (ASC Topic 280) for the annual reporting period ended December 31, 2024. The most significant provision was for the Company to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), who is the CEO. All expense categories on the Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure. The Company’s CODM, reviews financial information presented on a consolidated basis for the purpose of making operating decisions, allocating resources, assessing financial performance and making strategic decisions related to headcount and capital expenditures. The CODM regularly reviews net loss as reported on the Company’s consolidated statements of operations. The CODM uses net loss as the measure of profit or loss to allocate resources and assess performance.
Since the Company operates as one reportable segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets. There are no intra-entity sales or transfers, and no significant expense categories regularly provided to the CODM beyond those disclosed in the Consolidated Statements of Operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.
Foreign Currency Translation
The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations.
Fair Value Measurement
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:
| Level 1 - | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| Level 2 - | Other inputs that are directly or indirectly observable in the marketplace. |
| Level 3 - | Unobservable inputs which are supported by little or no market activity. |
| F-8 |
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
As of and for the years ended December 31, 2024 and 2023, the Company had no assets or liabilities that require fair value measurement.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
Cash and cash equivalents are recorded at cost, which approximates their fair value. The Company maintains its cash and cash equivalents
in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the
federally insured limit of $
Prepaid Expenses
Prepaid expenses are assets held by the Company that are expected to be realized and consumed within twelve months after the reporting period.
Data Center Campus Costs
Data center cost is stated at cost, which includes the cost incurred to complete phase I of the Company’s data center development plan. Phase I costs include the option payment for the land and the cost of consulting firms to provide power and connectivity assessments, feasibility studies, engineering plans, and project benchmarking. Data center cost also includes internal cost such as payroll-related cost and debt interest cost.
In accordance with ASC 360-10-35, the Company reviews the carrying amounts of data center cost when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value, less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash-generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash-generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the cash-generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income.
| F-9 |
As of December 31, 2024, there have been no circumstances to indicate the asset may not be recoverable.
Related Parties
The Company follows Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) section 850-10 for the identification of related parties and disclosure of related-party transactions.
Pursuant to ASC section 850-10-20, the related parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option of ASC section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and Contingencies
The Company follows ASC section 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
| F-10 |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Stock-Based Compensation
The Company accounts for its stock-based compensation under ASC 718, “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
The Company uses the fair value method for equity instruments granted to non-employees and use the BSM model for measuring the fair value of options. The stock-based fair value compensation is determined as of the date of the grant (measurement date) and is recognized over the vesting periods.
The Company uses ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. The Company computes basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share is the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share.
Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the years ended December 31, 2024 and 2023 because their inclusion would be anti-dilutive. Common stock equivalents amounted to and for the years ended December 31, 2024 and 2023, respectively.
Recent Accounting Pronouncements
The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s consolidated financial condition or the results of its operations.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this Update modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to, or technical corrections of the current requirements. Each amendment in the ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. We are currently evaluating the impact that the adoption of the provisions of the ASU will have on our consolidated financial statements. The amendments in this ASU are not expected to have a material impact on the results of operations or financial position.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (ASC Topic 280): Improvements to Reportable Segment Disclosures.” The amendments require the disclosure of significant segment expenses as well as expanded interim disclosures, along with other changes to segment disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2023, and interim periods beginning on or after December 15, 2024. We have implemented the provisions of the ASU 2023-07.
On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments require the disclosure of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas producing activities. It also requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively as well as the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The standard will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact that the adoption of the provisions of the ASU will have on our consolidated financial statements. We are currently evaluating the impact that the adoption of the provisions of the ASU will have on our consolidated financial statements.
Note 2 – Data Center Costs
On
July 22, 2024, the Company entered into an option agreement (“Option”) to acquire for a purchase price of $
| F-11 |
On
March 30, 2023, the Company signed an option agreement (“Initial Option”) to acquire
As
of the Termination Date, the Company had approximately $
As
of December 31, 2024, the Company has incurred DCC Cost of approximately $
Note 3 – Notes Payable
Notes payable transactions for the year ended December 31, are summarized as follows:
| 2024 | 2023 | |||||||
| Principal | ||||||||
| Balance, beginning of the period | $ | $ | ||||||
| Additions – related party | ||||||||
| Settlement – related party | ( | ) | ( |
) | ||||
| Balance, end of the period | ||||||||
| Discount | ||||||||
| Balance, beginning of the period | ||||||||
| Additions – related party | ||||||||
| Amortization – related party | ||||||||
| Balance, end of the period | ||||||||
| Net carrying amount | $ | $ | ||||||
In
February 2024, the Company issued a promissory note (“Promissory Note”) in the principal amount of $
In
accordance with ASC 470 - Debt, the Company has allocated $
| F-12 |
On
the Maturity Date, the holder of the Promissory Note agreed to extend the Maturity Date to
The
Extension Warrant was valued using the Black Scholes option pricing model for a total fair value of approximately $ based on a
-year term, volatility of %, a risk-free equivalent yield of %, and a stock price of $. The fair value of $
On
the Extension Maturity date, the holder of the Promissory Note agreed to extend the Extension Maturity to
The
Additional Extension Warrant was valued using the Black Scholes option pricing model for a total fair value of approximately $
based on a -year term, volatility of %, a risk-free equivalent yield of %, and a stock price of $. The fair value of $
On
December 15, 2024 (“Exchange Date”), the Company entered into an exchange agreement (“Exchange Agreement”)
to settle the Promissory Note based on the Exchange Agreement, the Promissory Note was extinguished, as of the Exchange Date and the
Extension Warrant and Additional Extension Warrants (collectively “The Extension Warrants”) were cancelled.
The
Company accounted for the Exchange agreement in accordance with ASC 470 – Debt. Therefore, the Company incurred a $
| Loan - principal balance | $ | |||
| Value The Extension Warrants - cancelled | ||||
| Total Consideration | ||||
| Share received | ||||
| Stock price | ||||
| Common stock value | ||||
| Value of Exchange Warrant | ||||
| Value received | ||||
| Loss on extinguishment of note payable – related party | $ |
| F-13 |
On
the Exchange Date the 600,000 Extension Warrants had a fair value of $
Interest
expense on the Promissory Note amounted to $
Note 4 – Convertible Debentures
Convertible debentures transactions for the years ended December 31, are summarized as follows:
| Principal | 2024 | 2023 | ||||||
| Balance, beginning of period | $ | $ | ||||||
| Additions | ||||||||
| Conversions | ( | ) | ( |
) | ||||
| Balance, end of period | ||||||||
| Debt issuance cost | ||||||||
| Balance, beginning of period | ||||||||
| Additions | ||||||||
| Amortization | ( | ) | ||||||
| Balance, end of period | ||||||||
| Net book value | $ | $ | ||||||
In
June 2024, the Company initiated a private place offering for its convertible promissory notes (the “Debentures”). As of
December 31, 2024, the net proceeds were approximately $
| F-14 |
In accordance with the Debenture, the Company has the right to prepay the Debentures upon providing 45 days of its intention to prepay.
The
outstanding principal amount of the Debentures and all accrued interest thereon shall automatically be converted into shares of common
stock at the then effective conversion price upon (i) the close of business on the sixtieth (60th) consecutive day on which the VWAP
of the Company’s common stock is at least $
In
December 2023, the Company offered the holders of the Company’s outstanding convertible promissory notes in the aggregate principal
amount of $
Interest
expense on these convertible promissory notes amounted to $
Note 5 – Commitments and Contingencies
Litigation
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.
Employment Agreement
Chief Operating Officer
In
June 2023, the Company executed an employment agreement (“Employment Agreement”) to employ an individual to be the Company’s
President and Chief Operating Officer (“Executive”). As compensation for services rendered, the Executive will be paid a
base salary of $
| F-15 |
The Employment Agreement also provides for certain severance benefits upon termination of the Executive by the Company without “cause” or by the Executive for good reason. In the event of a termination by the Company without cause or by the Executive for good reason after the first full year of employment, the Executive would be entitled to (i) continued payment of the base salary for the lesser of six months or the remaining term of the Employment Agreement, subject to the Executive signing a timely and effective separation agreement containing a release of all claims against the Company and other customary terms.
Vice President of Data Center Development
On
March 1, 2024, the Company hired an individual as vice president of data center development with an annual salary of $
Chief Strategy and Development Officer
On
April 1, 2024, the Company hired an individual as chief strategy and development officer vice president with an annual salary of $
Note 6 – Stockholders Equity
Stock Options
On November 15, 2024, the Company issued, to a consultant, a non-qualified stock option to purchase shares of the Company’s common stock at an exercise price of $ per share, the fair market value of the Company’s common stock as of November 15, 2024 (the “Grant Date’).
The options vests as follows:
| ● | shares on each of the following dates July 16, 2025, July 17, 2026, July 16, 2027 and July 16,2028; | |
| ● | Phase (a) shares upon the award of a GMP contract to a construction manager/company; | |
| ● | Phase (b) shares upon completion of the initial site development plan and data center design and 100% construction documents; | |
| ● | Phase (c) shares upon the Company receiving permits necessary to start construction of the data center site and facilities (including but not limited to power substation, water delivery, pumping, storage and on- site distribution systems, fiber conduit lines and communications systems, and on-site roads, water, power and communications grid, buildings, perimeter walls and security systems); | |
| ● | Phase (d) upon the completion of all Network Ready meet me rooms in the first data center; and | |
| ● | Phase (e) shares upon the completion of construction of a customer-ready data center facility and receipt of a conditional occupancy permit for a Data Center facility. |
| F-16 |
The Company’s management has accounted for the options in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by June 30, 2026, the second development phase (b) by December 31, 2025, the third development phase (c) by March 31, 2026, and the fourth and fifth development phases (d) and (e) by June 30, 2029. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period.
The
option grant date fair value of $
was calculated using the Black Scholes fair value option-pricing model with key input variables provided by management, as of the
date of issuance: volatility range %
to %,
the fair value of common stock $,
estimated life range
to
years, risk-free rate of range %
and dividend rate of .
For the years ended December 31, 2024 and 2023, the Company recorded compensation expenses of approximately $
On April 1, 2024 for the Chief Strategy and Development officer, the Company awarded a non-qualified stock option to purchase shares of the Company’s common stock at a purchase price of $, which was the fair market value of the Company’s common stock on the date of issuance.
The options vests as follows:
| ● | shares on the date of issuance; |
| ● | shares on each the 1st, 2nd and 3rd anniversary dates of the issuance date; |
| ● | Phase (a) shares upon the Award of a GMP contract to a construction manager/company; |
| ● | Phase (b) shares upon completion of the initial site development plan and data center design and 100% construction documents; |
| ● | Phase (c) shares upon the Company receiving permits necessary to start construction of the data center site and facilities; |
| ● | Phase (d) shares upon the completion of an all-network ready meeting rooms in the first data center; and |
| ● | Phase (e) shares upon the completion of construction of a customer-ready data center facility and receipt of a conditional occupancy permit for a data center facility. |
The Company’s management has accounted for the options in accordance with ASC 718, which requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by June 30, 2026, the second development phase (b) by December 31, 2025, the third development phase (c) by March 31, 2026, and the fourth and fifth development phases (d) and (e) by June 30, 2029. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period.
The
option grant date fair value of $
was calculated using the Black Scholes fair value option-pricing model with key input variables provided by management, as of the
date of issuance: volatility range %
to %,
the fair value of common stock $,
estimated life range
to
years, risk-free rate of range %
to %
and dividend rate of .
For the years ended December 31, 2024 and 2023, the Company recorded compensation expenses of approximately $
| F-17 |
December 2023 Stock Options
In December 2023, the Board of Directors approved the issuance of stock options to the directors for the purchase of , and of the Company’s common stock, for a total of shares, to the three directors (“Directors Options”) for an exercise price of $, which was the fair market value of the Company’s common stock on the date of issuance. The Director Options vested on December 31, 2023 and expire on December 29, 2030.
The
Director Options grant date fair value of approximately $
In December 2023, the Board of Directors approved the issuance of stock options to the Company’s CEO and COO for the purchase of and , respectively (“2023 Executive Options”) for an exercise price of $, which was the fair market value of the Company’s common stock on the date of issuance. The 2023 Executive Options vest, as follows:
The both the CEO and COO options vest and become exercisable as follows:
| (1) | shares on each of December 6, 2024, 2025 and 2026 for a total of shares, upon vesting the options have a life of seven years. | |
| (2) | the remaining shares based on the Company completing the following milestones (upon vesting the options have a life of seven year): |
| a. | shares upon completion of the initial site development plan and Data Center design, and submission of a complete set of plans to Imperial County Planning and Development Department for approvals and permits. | |
| b. | shares upon the Company receiving permits necessary to start construction of the data center site and facilities (including but not limited to power substation, water delivery, pumping, storage and on- site distribution systems, fiber conduit lines and communications systems, and on-site roads, water, power and communications grid, warehousing, offices, administration, support and security buildings, perimeter walls and security systems). | |
| c. | shares) upon the completion of construction of a complete data center facility and receipt of an occupancy permit for such facility, either for a Data Center facility to be built as a “build to suit” building for a hyperscale company or as a wholesale colocation building for enterprise IT customers. | |
| d. | shares) upon the signing of a build-to-suit contract or one or more contracts being signed for 50% or more of a constructed and operational wholesale colocation facility’s capacity. |
The Company’s management has accounted for the 2023 Executive Options in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by December 31, 2025, the second development phase (b) by June 30, 2029, the third development phase (c) by April 1, 2025 and the fourth development phase (d) by June 30, 2027. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period.
The
2023 Executive Options grant date fair value of $
| F-18 |
In December 2023, the Board of Directors approved the issuance of stock options to two consultants, an executive advisor and data center development advisor, for the purchase of and , for each consultant (collectively “2023 Consultant Options”) for an exercise price of $, which was the fair market value of the Company’s common stock on the date of issuance.
The options for data center development consultant vest, as follows:
| (1) | shares on each of December 6, 2024, 2025 2026 and 2027 for a total of shares, upon vesting the options have life of seven years. | |
| (2) | the remaining shares based on the Company completing the following milestones (upon vesting the options have a life of seven year): |
| a. | upon completion of the initial site development plan and Data Center design and 100% Construction Documents. | |
| b. | upon the Award of a GMP contract to a construction manager/company | |
| c. | shares upon the Company receiving permits necessary to start construction of the data center site and facilities (including but not limited to power substation, water delivery, pumping, storage and onsite distribution systems, fiber conduit lines and communications systems, and on-site roads, water, power and communications grid, buildings, perimeter walls and security systems). | |
| d. | upon the completion of all Network Ready meet me rooms in the first data center | |
| e. | shares upon the completion of construction of a customer-ready data center facility and receipt of a conditional occupancy permit for a Data Center facility. |
The Company’s management has accounted for the data center development consultant options in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by June 30, 2026, the second development phase (b) by December 31, 2025, the third development phase (c) by March 31, 2026, and the fourth and fifth development phases (d) and (e) by June 30, 2029. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period.
The
data center development consultant options grant date fair value of $
The options for the executive advisor will vest based on the following performance milestones:
| a. | upon completion of the initial site development plan and data center design and 100% construction documents. |
| b. | upon the award of a GMP contract to a construction manager/company. |
| c. | options upon the Company receiving the permits necessary to start construction of the data center site and facilities. |
| d. | options upon the completion of a network-ready meeting room in the first data center. |
| e. | options upon the completion of construction of a customer-ready data center facility and receipt of a conditional occupancy permit for a data center facility. |
| F-19 |
The Company’s management has accounted for the executive advisors’ options in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by June 30, 2026, the second development phase (b) by December 31, 2025, the third development phase (c) by March 31, 2026, and the fourth and fifth development phases (d) and (e) by June 30, 2029. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period.
The
data center development consultant options grant date fair value of $
June 2023 – Stock Options
As part of the Employment Agreement, as defined in Note 6 – Commitments and Contingencies, the executive was granted an incentive stock option (“Incentive Option”) and a non-qualified stock option (“Non-Qual Option”) (collectively “Stock Options”) to purchase and , respectively, shares of the Company’s common stock for $ per share. The Stock Options are exercisable for a period of seven years from the date of grant, which was June 19, 2023 (“Grant Date”).
The Incentive Option shall vest and become exercisable as follows: (i) options to purchase up to shares of Common Stock shall vest and become exercisable on the first anniversary of the Grant Date; (ii) options to purchase up to shares of Common Stock shall vest and become exercisable on the second anniversary of the Grant Date; and (iii) options to purchase up to shares of Common Stock shall vest and become exercisable on the third anniversary of the Grant Date; provided that the Optionee is an employee in good standing with the Company on such applicable vesting date. The Incentive Option Grant Date fair value of $ was calculated using the Black Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility of %, the fair value of common stock $, estimated life of years, risk-free rate of % and dividend rate of $.
The Non-Qual Option shall vest and become exercisable as follows:
| (1) | shares on each of the first two anniversaries of the Grant Date and shares on the third anniversary of the Grant Date, provided that the Optionee is an employee or Board member in good standing with the Company on such applicable vesting date. | |
| (2) | the remaining shares based on the Company completing the following milestones: |
| a. | shares upon completion of the initial site development plan and Data Center design, and submission of a complete set of plans to Imperial County Planning and Development Department for approvals and permits. | |
| b. | shares upon the Company receiving permits necessary to start construction of the data center site and facilities (including but not limited to power substation, water delivery, pumping, storage and on-site distribution systems, fiber conduit lines and communications systems, and on-site roads, water, power and communications grid, warehousing, offices, administration, support and security buildings, perimeter walls and security systems). | |
| c. | shares upon the completion of construction of a complete data center facility and receipt of an occupancy permit for such facility, either for a Data Center facility to be built as a “build to suit” building for a hyperscale company or as a wholesale colocation building for enterprise IT customers. | |
| d. | shares upon signing a build-to-suit contract or one or more contracts being signed for 50% or more of a constructed and operational wholesale colocation facility’s capacity. |
| F-20 |
The Company’s management has accounted for the Non-Qual Option in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by December 31, 2025, the second development phase (b) by June 30, 2029, the third development phase (c) by April 1, 2025 and the fourth development phase (d) by June 30, 2027. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period.
The Non-Qual Option Grant Date fair value of $ was calculated using the Black Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility range of % to %, the fair value of common stock $, estimated life range of years to years, risk-free rate range of % to % and dividend rate of $.
For the years ended December 31, 2024 and 2023, the Company recorded compensation
expenses of approximately $ and $, respectively, of which approximately $
| Number of Shares | Weighted Average Strike Price/Share | Weighted Average Remaining Contractual Term (Years) | Weighted Average Grant Date Fair Value/Share |
Intrinsic Value | ||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | |||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | – | |||||||||||||||||||
| Exercised | – | |||||||||||||||||||
| Expired | - | |||||||||||||||||||
| Balance, December 31, 2023 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | – | |||||||||||||||||||
| Exercised | – | |||||||||||||||||||
| Expired | - | |||||||||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||||||
| Vested and exercisable, December 31, 2024 | ||||||||||||||||||||
| Unvested, December 31, 2024 | $ | $ | $ | |||||||||||||||||
For
the year ended December 31, 2024, the total equity-based compensation was approximately $
| F-21 |
For
the years ended December 31, 2023, the total equity-based compensation (for stock options and warrants) was approximately $
Warrants
In
November 2023, the Company issued two warrants to purchase
During the year ended December 31, 2024, warrants were issued, warrants forfeited (see Note 3) and expired.
During the year ended December 31, 2023, warrants expired, and warrants were forfeited with conversion of the associated Convertible Promissory Notes (see Note 4).
| Number of Shares | Weighted Average Strike Price/Share | Weighted Average Remaining Contractual Term (Years) | Weighted Average Grant Date Fair Value/Share |
Intrinsic Value | ||||||||||||||||
| Balance, January 1, 2023 | $ | | $ | $ | ||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ( | ) | – | |||||||||||||||||
| Exercised | – | |||||||||||||||||||
| Expired | ( | ) | ||||||||||||||||||
| Balance, December 31, 2023 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ( | ) | ||||||||||||||||||
| Exercised | – | |||||||||||||||||||
| Expired | ( | ) | - | |||||||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||||||
| Vested and exercisable, December 31, 2024 | ||||||||||||||||||||
| Unvested, December 31, 2024 | $ | – | $ | $ | ||||||||||||||||
NOTE 7 – INCOME TAXES
For
the period ended December 31, 2024, the Company generated a current income tax provision of $
The income tax (benefit)/expense attributable to loss consisted of the following, for the year ended December 31,
| 2024 | 2023 | |||||||
| Current provision for income taxes: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Total current income tax | ||||||||
| Deferred tax expense: | ||||||||
| Federal | ||||||||
| State | ||||||||
| Total deferred tax | ||||||||
| Total income tax | $ | $ | ||||||
A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:
| 2024 | 2023 | |||||||
| Taxes calculated at federal rate | % | % | ||||||
| Permanent differences | ( | ) | ( | ) | ||||
| State tax, net of federal impact | ||||||||
| Return to provision | ||||||||
| Other | ||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||
| Provision for income taxes | % | % | ||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, are presented below:
| 2024 | 2023 | |||||||
| Deferred tax assets | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Stock based compensation | ||||||||
| Intangible assets | ||||||||
| Impairment loss | ||||||||
| Total deferred tax assets | ||||||||
| Deferred tax liability | ||||||||
| - | - | |||||||
| Total deferred tax liability | ||||||||
| Net deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax | $ | $ | ||||||
Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse.
| F-22 |
For
financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on all available evidence, including
the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully
realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets on December 31, 2024,
and 2023. During the years ended December 31, 2024, and 2023, the valuation allowance increased (decreased) by $
On
December 31, 2024, the Company has federal and state net operating loss carryforwards, which are available to offset future taxable income,
of approximately $
The Company files income tax returns in the United States and the state of California. The statute of limitation is 3 and 4 years for Federal and California, respectively. The first year that remains open is tax year ended December 31, 2021 and December 31, 2020 for Federal and California, respectively. As of December 31, 2024 and 2023, there are no unrecognized tax benefits, and there are no significant accruals for interest related to unrecognized tax benefits or tax penalties.
The
Company is in the process of analyzing its NOL and has not determined if the company has had any change of control issues that could
limit the future use of NOL. The NOL carryforwards that were generated after 2017 of approximately $
Note 8 – Subsequent Events
The Company evaluated all events that occurred after the balance sheet date through the date the financial statements were issued to determine if they must be reported. The management determined there are no reportable events except for the following:
On January 13, 2025 (“CSDO Termination Date”), the Company terminated the employment agreement with the Chief Strategy and Development Officer (“CSDO”) with an effective date of January 15, 2025. Based on the delays in the estimated milestone requirements for the development of the Company’s Data Center, it was determined that CSDO role was not required. As of the CSDO Termination Date, the CSDO non-qualified stock option agreement for shares of the Company’s common stock was cancelled. Of the options shares of , the CSDO had vested options shares, which are exercisable until the third anniversary date of the CSDO Termination Date.
On January 14, 2025 (“VPDCD Termination Date”), the Company terminated the employment agreement with the Vice President of Data Center Development (“VPCSD”) with an effective date of February 15, 2025. Based on the delays in the estimated milestone requirements for the development of the Company’s Data Center, it was determined that VPDCD role was not required. As of the VPDCD Termination Date, the VPDCD non-qualified stock option agreement for shares of the Company’s common stock was cancelled. Of the options shares of , the CSDO had vested options shares, which are exercisable until the third anniversary date of the CSDO Termination Date.
On January 15, 2025, the Company issued, to a consultant, a Non-Qualified Stock Option Agreement for the purchase of shares of the Company’s common stock for an exercise price of $, which was the fair value of the Company’s common stock on the grant date. The options vest as follows:
| ● | Become exercisable as to Option Shares on January 16, 2026 and shall vest and become exercisable as to an additional shares on each of January 16, 2027, January 16, 2028, and January 16, 2029 provided that the optionee is a consultant, an employee or a Board member in good standing with the Company on such applicable vesting date. | |
| ● | The remaining Option Shares based on the Employee or consultant completing the following milestones: |
| ○ | ; | |
| ○ | ; | |
| ○ | ; | |
| ○ | ; and | |
| ○ | . |
| ● | Vesting milestones can be altered or changed by the Company and the optionee mutually agreeing as the data center site development, building designs, and construction plans are further defined and timelines for permitting, construction, and customer contracts, occupancies, and operations’ milestones are established. |
In
January 2025, the Company issued a Debenture in the amount of $
In
February 2025, the Company issued a Debenture in the amount of $
In
March 2025, the Company issued a Debenture in the amount of $
| F-23 |