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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2024~~2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-50331

CalEthos, Inc.

(Exact name of registrant as specified in its charter)

Nevada		98-0371433
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

11753 Willard Avenue Tustin, California		92782
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (714) 352-5315

Securities registered under Section 12(b) of the Act:

None		N/A
Title of each class		Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

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

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

Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common stock, other than shares held by persons who may be deemed affiliates of the registrant, as of June 30, ~~2024~~2025, the last day of the registrant’s most recently completed second fiscal quarter, was $258,~~483~~359,~~343~~069, ~~computed~~ computed by reference to the closing sales price for the registrant’s common stock on June 2830, ~~2024~~2025, as reported on The OTCQB Market.

As of March 2816, ~~2025~~2026, there were 25,730,540 outstanding shares of the registrant’s common stock, par value $0.001 per share.

CalEthos, Inc.

Annual Report on Form 10-K

For the Fiscal-Year Ended December 31, ~~2024~~2025

TABLE OF CONTENTS

		~~Page~~	Page
Cautionary Note Regarding Forward Looking Statements		ii	ii
PART I
Item 1.	~~Business.~~	1Business.	1
Item 1A.	~~Risk Factors.~~	8Risk Factors.	6
Item 1B.	~~Unresolved Staff Comments~~	8Unresolved Staff Comments	6
Item 1C.	~~Cybersecurity~~	8Cybersecurity	6
Item 2.	~~Properties.~~	8Properties.	6
Item 3.	~~Legal Proceedings.~~	8Legal Proceedings.	6
Item 4.	~~Mine Safety Disclosures~~	8Mine Safety Disclosures	6
PART II
Item 5.	~~Market for Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information.~~	9Market for Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information.	7
Item 6.	~~Selected Financial Data.~~	9Selected Financial Data.	7
Item 7.	~~Management’s Discussion and Analysis of Financial Condition and Result of Operations.~~	9Management’s Discussion and Analysis of Financial Condition and Result of Operations.	8
Item 7A.	~~Quantitative and Qualitative Disclosures about Market Risk.~~	14Quantitative and Qualitative Disclosures about Market Risk.	12
Item 8.	~~Financial Statements and Supplementary Data.~~	14Financial Statements and Supplementary Data.	12
Item 9.	~~Changes In and Disagreements with Accountants On Accounting and Financial Disclosure.~~	14Changes In and Disagreements with Accountants On Accounting and Financial Disclosure.	12
Item 9A.	~~Controls and Procedures.~~	14Controls and Procedures.	12
Item 9B.	~~Other Information.~~	15Other Information.	13
PART III
Item 10.	~~Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(A) of the Exchange Act.~~	Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(A) of the Exchange Act.	14
Item 11.	~~Executive Compensation~~	18Executive Compensation	16
Item 12.	~~Security Ownership of Certain Beneficial Owners and Management~~	25Security Ownership of Certain Beneficial Owners and Management	23
Item 13.	~~Certain Relationships and Related Transactions and Director Independence.~~	26Certain Relationships and Related Transactions and Director Independence.	24
Item 14.	~~Principal Accountant Fees and Services.~~	27Principal Accountant Fees and Services.	25
Part IV
Item 15.	~~Exhibits~~	28Exhibits	26

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~~acquisition or real estate and ~~construction~~agreements for the acquisition of the necessary power for 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.

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, and its subsidiaries. All amounts are in U.S. Dollars, unless otherwise indicated.

Item 1.

Business.

We are a ~~data center infrastructure~~ developer ~~that~~of ~~is developing a~~ large-scale, ~~geothermal~~infrastructure ~~powered~~designed ~~data~~to ~~center~~power ~~campus~~the indigital ~~Southern California~~economy. Our ~~development~~primary ~~site~~focus is ~~located in Imperial County on~~ the ~~edge~~development of ~~California’s~~a ~~Lithium Valley, which is one of~~“master-planned” ~~the~~data ~~world’s~~center ~~largest~~campus ~~known~~in ~~geothermal~~a ~~and~~business-friendly ~~lithium~~Northwestern ~~resources~~U.S. ~~Imperial~~location. ~~County~~Unlike ~~has~~traditional andevelopments, ~~abundance~~our ofcampus ~~geothermal~~will ~~energy~~be ~~that~~designed to ~~radiates~~be ~~from~~onsite-powered, ameaning ~~shallow~~we ~~lava~~intend ~~flow~~to ~~between~~provide ~~the~~our ~~North~~tenants ~~America and Pacific tectonic plates. The potential geothermal energy that can be harvested for baseload data center power~~ with ~~flash~~dedicated, ~~binary,~~reliable ~~and~~energy ~~advanced~~generated ~~closed-loop~~on ~~geothermal technologies is projected to be in~~ the ~~tens of gigawatts~~property.

~~Over~~At ~~the~~its ~~past~~simplest, ~~three~~a ~~years,~~data wecenter ~~have~~is ~~been~~a ~~working~~specialized, ~~with~~highly-secure ~~Imperial~~building ~~County~~that ~~government~~houses ~~officials,~~the ~~Imperial~~“brains” ~~County~~of ~~Planning~~the &internet. ~~Development,~~It ~~the~~contains ~~Imperial~~the ~~County~~physical ~~Board~~hardware—servers, ofstorage ~~Supervisors~~systems, ~~Imperial~~and ~~Irrigation~~networking ~~District~~equipment—that ~~(“IID”~~allows -businesses ~~the~~to ~~local electric utility)~~process, ~~Imperial~~store ~~Valley~~and share ~~Economic~~digital ~~Development~~information. ~~Corp~~Data ~~and~~centers ~~various~~may ~~established~~be ~~local~~thought ~~geothermal~~of ~~power~~as ~~producers,~~high-tech aswarehouses ~~well~~where asthe ~~closed-loop~~“goods” ~~geothermal~~being ~~technology companies~~stored toare ~~develop~~data. aTo ~~portfolio~~function, our ofdata ~~geothermal~~center ~~energy~~campuses ~~resources~~will torequire ~~power~~four acritical ~~large-scale,~~elements ~~master-planned~~that ~~data~~we ~~center~~plan ~~campus.~~to provide:

~~In July~~1. ~~2024,~~Massive wePower: ~~canceled~~Constant anelectricity ~~option~~ to ~~purchase~~keep ~~an 80-acre site and optioned a new 315-acre site for our data center campus development, and we are in~~ the ~~process~~machines ~~of contracting an additional 320 adjacent acres that will be used for onsite geothermal power production in the future~~running. ~~Combined, these properties will create our master planned, 635-acre, vertically-integrated, geothermal-powered data center campus~~2. ~~The~~Connectivity: ~~overall infrastructure is planned to include a switchyard/substation to connect off~~High-~~site power~~speed ~~through~~fiber ~~the~~optic ~~local~~lines ~~grid and onsite geothermal power production~~ to ~~our~~move data ~~center~~across ~~buildings,~~the ~~connections~~globe. ~~for~~3. ~~natural~~Permitting: ~~gas~~All ~~for back-up~~permits ~~generators,~~ and ~~diverse~~approvals ~~fiber~~necessary ~~paths for internet connectivity, water/sewer, and other utilities and services required~~ to build and operate a data center ~~facilities~~ on ~~the~~our campus. ~~Overall,~~4. ~~the~~Building ~~site~~Sites: isConstruction-ready ~~being~~building ~~planned~~sites towith ~~support:~~all utilities.

●The industry ~~Onsite~~generally ~~production~~classifies ofdata acenters ~~gigawatt~~into orfour ~~more~~categories ofbased ~~geothermal~~on ~~power;~~who ●owns ~~A switchyard for offsite geothermal/solar/battery power connections from providers through~~ the ~~local~~equipment ~~grid; ● Twelve 25-acre building lots, each of which can support up to 250,000 square feet of data center buildings;~~ and ●how ~~Connections~~the ~~for~~space ~~gas,~~is ~~water, sewer and fiber connectivity.~~used:

~~We plan~~1. toEnterprise: ~~offer~~Built ~~hyperscale~~and used by a single company for its own needs. 2. Managed Services: A third party that handles the technology and ~~data~~infrastructure ~~center~~for ~~development~~a client. 3. Colocation (“Colo”): Multiple companies ~~the~~rent ~~following~~space, ~~options~~cooling, and power within a single facility while owning their own servers. 4. Cloud: Massive facilities where providers such as Amazon or Microsoft host data and applications for the public.

●Our business ~~Powered~~model ~~land~~is ~~leases~~focused ~~(building~~on ~~lots~~the ~~with~~infrastructure ~~power)~~development ●stage ~~Powered~~of ~~shell~~data ~~leases~~center (aconstruction, ~~basic~~where ~~building~~we ~~with~~provide ~~power)~~“construction-ready” sites ●that ~~Build~~are pre-~~to-suit~~permitted ~~leases~~and ~~(completed~~approved, ~~buildings~~and fully-equipped with the power ~~based~~and onutilities anecessary ~~customer’s~~for ~~design)~~a ~~● Co-development with~~ data center ~~developers~~company ~~(we~~to build and aoperate its data center ~~developer~~facilities. ~~will~~Our ~~jointly~~primary ~~build~~objectives ~~out a section of the campus)~~include:

	1.	Providing Onsite Energy: We intend to offer a natural gas-powered energy platform that provides 24/7 “baseload” power. This is designed to avoid delays in connecting to the grid and to give our tenants greater reliability and protection against power grid fluctuations and service interruptions.
	2.	Creating Scalable Solutions: We intend to provide flexible building lots that allow our customers to start small and expand their footprints as their data needs grow.
	3.	Cultivating Strategic Partnerships: We intend to sell or lease our construction-ready building sites on our campus to large-scale technology and cloud service providers. By offering a “ready-to-build” platform, we aim to foster long-term relationships with companies that require massive, resilient data solutions.

In a world where data is increasingly treated as a vital asset, we believe our approach of combining land development with onsite power generation addresses a critical gap in the current market.

Plan of Operations

In May 2025, we formed TerraVolt Infrastructure Inc. (“TerraVolt”), a wholly-owned subsidiary established to meet the demand for sustainable, baseload, powered land and infrastructure solutions for large-scale data center development. TerraVolt’s proposed solution is a Physical Infrastructure-as-a-Service (PIaaS) platform that will integrate onsite behind-the-meter (BTM) power with construction-ready data center building sites that include utilities and fiber connectivity. TerraVolt plans to provide a turnkey solution with power and utilities to hyperscalers, colocation providers, and data center developers seeking to deploy new capacity faster than with traditional power and transmission from a local electric utility company. We are currently focused on a location where onsite power production using natural gas turbines and reciprocating engines is allowed under local and state building codes and where there is direct access to a natural gas pipeline with capacity for delivery within a reasonable timeframe.

WeHighlights 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~~Our ~~companies~~Planned ~~and,~~Data ~~based~~Center ~~upon~~Campus ~~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.~~Development:

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 campus1. WeHigh-Density ~~believe~~Power ~~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.~~Solution

~~Data centers~~● ~~are~~Natural ~~highly~~Gas ~~specialized~~Pipeline ~~and~~Access: ~~secure~~ability ~~buildings~~to ~~that~~build ~~house~~a ~~networking,~~tap/meter ~~storage~~station ~~and~~on ~~communications~~the ~~technology~~property ~~infrastructure,~~to ~~including servers,~~interconnect ~~storage~~directly ~~devices,~~into ~~switches,~~a ~~routers~~major ~~and~~northwestern ~~fiber~~U.S. ~~optic~~gas ~~transmission equipment~~pipeline. ~~They~~● ~~are~~Fuel ~~designed~~Security: toFIRM ~~provide~~Gas ~~the~~Supply ~~space,~~Contract ~~power,~~for ~~cooling and~~55k ~~network~~million ~~connectivity~~British ~~necessary~~thermal tounits ~~efficiently~~(MMBTU) ~~operate~~/day, ~~mission-critical~~negotiated ITfor ~~equipment.~~an ~~Telecommunications~~initial ~~carriers~~300 ~~and~~Megawatt ~~internet~~(MW) ~~providers typically~~to ~~provide~~350MW ~~network~~of ~~access~~power, ~~into~~with aadditional ~~data~~capacity ~~center~~available ~~through~~in ~~optical~~2030. ~~fiber~~● ~~connections.~~Scalability: ~~The~~Pipeline ~~demand~~expansion planned for ~~data~~2030, ~~center~~adding ~~infrastructure~~50k–100k isMMBTU ~~being driven~~per byday ~~many~~(sufficient ~~factors,~~for ~~but~~an ~~most~~additional ~~importantly~~300MW-600MW byof ~~significant~~power). ~~growth~~● inSelf-Generation: ~~data~~Onsite ~~and~~BTM ~~increased~~gas-fired ~~demand~~power ~~for~~plant ~~data~~allowed ~~processing~~in ~~and~~Electric ~~storage~~Co-Op ~~infrastructure. The~~service ~~market~~territory, ~~for~~which ~~data~~eliminates ~~center~~utility ~~facilities~~oversight, ~~includes~~studies ~~established~~or ~~“traditional”~~interconnection ~~enterprises~~queuing. ~~that~~● ~~are~~Speed ~~web-enabling~~to ~~their~~Market: ~~applications and~~Onsite ~~business~~gas ~~processes,~~pipeline asTap/Meter ~~well~~station asbuild ~~cloud-centric~~is ~~companies~~estimated ~~with~~to ~~sophisticated~~take ~~technology~~12 ~~requirements~~to18 months.

~~There are many types of data centers and service models available in the marketplace~~2. ~~Generally,~~Strategic ~~their~~Real ~~classification~~Estate ~~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:Zoning

● ~~Enterprise~~Location: ~~Data~~Directly ~~Centers.~~on ~~These~~major ~~are~~east/west ~~built~~interstate highway, ~~owned~~providing ~~and~~a ~~operated~~major bytransportation ~~companies~~routes ~~requiring~~to ~~data~~several ~~storage~~northwest ~~for their own purposes and are optimized for their end users~~U.S. ~~Most often they are housed on the corporate campus of the owner~~cities. ● ~~Managed~~Site ~~Services~~Specs: ~~Data~~Flat, ~~Centers.~~buildable ~~These~~AG ~~data~~land ~~centers are managed by a third party~~ (orOut ~~a managed services provider) on behalf~~ of a100/500-year ~~company~~flood ~~requiring data storage~~zones). ~~The operating company leases the equipment and infrastructure instead of buying it.~~ ● ~~Wholesale~~Zoning: ~~Colocation~~Conversion ~~Data~~to ~~Centers.~~Light InIndustrial ~~the~~is ~~case~~projected ofto ~~colocation~~take ~~(“colo”)~~less ~~data~~than ~~centers,~~12 amonths ~~company~~for ~~rents~~approvals ~~space within a data center owned by others~~ and ~~located off the company’s premises~~permits. ~~The~~● ~~colocation~~Water ~~data center hosts the infrastructure~~Rights: ~~building,~~secured ~~cooling,~~AG ~~bandwidth,~~water ~~security,~~rights ~~etc.,~~to ~~while~~be ~~the~~preserved ~~company~~for ~~provides and manages the components, including servers, storage and firewalls. ● Cloud Data Centers. In this off-premises form of~~ data center, ~~data~~cooling ~~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~~requirements.

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 data3. ~~With~~ ~~the~~Connectivity ~~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.Fiber

~~In developing~~● ~~our~~Latency: ~~master-planned,~~Situated ~~geothermal-powered~~on ~~data~~a ~~center~~major ~~campus,~~fiber weartery ~~have~~running ~~had~~through ~~numerous discussions with several large companies that could lease all or part of our data center campus, with~~ the ~~intention~~northwestern ~~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~~U. ~~We initially intend to provide geothermal-powered building lots with flexibility for customers to scale for future growth~~S. As● ~~currently contemplated,~~Local ~~our~~Access: ~~ready-to-build-on~~Local ~~platform~~fiber ~~will~~at 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~~property ~~and~~border ~~private cloud environments to provide them~~ with ~~clean-energy-powered~~access ~~solutions that address their current and future needs. We expect that our clean energy, geothermal-powered building platform design will allow us~~ to ~~offer~~direct ~~power~~east ~~resiliency,~~ and ~~the~~west ~~opportunity~~fiber ~~for expansion as the needs of our customers grow~~routes.

Location Benefits

	●	Climate: a cool, semi-arid climate enables free-air cooling for much of the year, reducing data center cooling energy needs by up to 80% compared to warmer regions like the Southwest or Southeast.
	●	BTM Power: in Electric Co-Op service territory, expedited tariff changes and approvals to operate, no system impact or interconnection required, no FERQ approvals or oversight.
	●	Water: Direct onsite well access and water rights to the major aquifer.
	●	Tax Abatement: Construction materials and data center equipment.
	●	Transportation/Logistics: Direct interstate access, artery to nearby urban areas, and regional airports.
	●	Employees: Low wages/housing, growing workforce. Recruitment from nearby universities.
	●	Pro Business – Full local and state government data center project and policy support, and expedited land use, environmental approvals, zone changes, and permitting.
	●	Nuclear – potential participation in the northwest U.S. nuclear corridor for future Small Modular Reactors (SMRs) upgrade for additional clean baseload power.

As of the date of this Report, we have commenced the initial phase of our planned onsite-powered data center campus development, which is focused on completing land-use applications, zone change requests, and supplemental site reports required by the local County Planning and Development Department. We anticipate securing land-use and conditional zone change approvals by year-end 2026.

Concurrently, we are finalizing timelines and budgets for all necessary county and state environmental assessments. These studies cover the data center campus, the onsite power plant, electrical distribution systems, and critical utility infrastructure (water, sewer, fiber, and gas). We expect to file these reports before the end of 2026, with the aim of securing all necessary construction approvals by the second quarter of 2027. Additionally, we expect to submit to applicable state agencies all design and environmental documentation for the onsite natural gas power plant by mid-2026.

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.

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~~According ~~for~~to ~~data~~PricewaterhouseCoopers ~~centers is intense for both more facilities and greater power availability. Based on several reports from CBRE~~(“PwC”), ~~JLL and other research firms,~~ the data center industry ishas ~~forecasting~~entered ~~that~~a ~~data~~profound ~~center~~infrastructure ~~capacity~~investment ~~will~~supercycle, with ~~triple~~total ~~within~~capital ~~the~~requirements ~~next~~projected ~~five~~to ~~years.~~reach In$3 ~~the~~trillion ~~fourth quarter~~by of2030. ~~2024,~~Global ~~every~~ data center ~~under~~capacity ~~construction~~is ~~was~~expected ~~pre-leased from two~~ to ~~five~~nearly ~~years~~double, ingrowing from ~~advance~~103 ofGW ~~occupancy.~~to It200 isGW ~~widely~~between ~~acknowledged that~~2026 ~~the~~and ~~key~~2030. ~~constraint~~This ~~for the~~ growth ofis ~~data~~fundamentally ~~centers~~driven isby the ~~availability~~scaling of ~~power.~~Artificial ToIntelligence ~~illustrate the power demand~~(“AI”), ~~today’s data~~ ~~center~~which ~~developments~~is ~~start~~anticipated into ~~increments~~represent ofhalf ~~100MW, while mega-campuses~~ of ~~1GW~~all orworkloads ~~more~~by ~~are currently in construction~~2030.

~~According~~Market tofundamentals aremain ~~recent~~exceptionally ~~report~~tight. byAccording ~~Bloom~~to ~~Energy~~CBRE Group, ~~the~~Inc. (“~~2025 Data Center Power Report~~CBRE”,) ~~demand~~and ~~for~~Jones ~~power~~Lang inLaSalle ~~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~~“JLL”) ~~in 2025 –~~, ~~the~~as ~~equivalent~~of toearly ~~powering~~2026, anglobal ~~additional~~occupancy ~~7.7~~stands ~~million~~at ~~homes. According to such report~~97%, ~~data~~with ~~centers~~77% ~~are~~of the ~~largest~~current ~~driver~~construction ofpipeline ~~this~~already ~~growth. The~~pre-committed ~~U.S. is expected~~ to ~~see the highest share of new data centers outside of China~~tenants. ~~Since~~The global ~~2020, the U.S. colocation data center~~ market ~~alone~~ ~~has~~size ~~doubled,~~was ~~driven~~valued by ~~digitization,~~PwC ~~cloud~~at ~~and~~approximately AI$386.71 Tobillion ~~power~~in ~~this~~2025 ~~increase,~~and itis ~~was~~projected ~~reported~~to ~~that~~exceed ~~by 2030, data centers could require 8%-12% of the total U~~$1.S.1 ~~power~~trillion ~~demand~~by ~~compared to 3%-4% today~~2035.

~~The~~Power ~~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~~availability, ~~they~~ ~~face~~rather ~~bottlenecks~~than ~~with~~location ~~transporting~~or ~~that~~real ~~power~~estate ~~via transmission and distribution infrastructure. As a result~~cost, ~~grid~~has ~~interconnection takes~~become ~~longer, there is more congestion on~~ the ~~network,~~primary ~~and~~criterion ~~capacity~~for issite ~~increasingly expensive~~selection. IfThe ~~the~~ U.S. ~~continues~~electrical togrid has ~~build~~been ~~high-voltage transmission~~unable ~~infrastructure~~to atkeep ~~its~~pace ~~current~~with ~~rate~~demand, itresulting isin ~~estimated~~multi-year ~~that~~delays itfor ~~will~~new ~~take~~connections. atAccording ~~least 80 years~~ to ~~deliver~~CBRE ~~the~~and ~~power~~JLL: ~~that is needed over the next decade.~~

~~Bloom Energy~~● ~~believes~~Connection ~~new~~Delays: ~~data~~In ~~center~~major ~~projects~~hubs, ~~will~~the ~~struggle~~wait totime ~~get~~for ~~timely~~a ~~access~~grid toconnection ~~power.~~now Inaverages ~~the~~four ~~U.S.,~~or 55more GWyears. of● ~~data~~Expectation ~~center~~Gap: ITThere ~~capacity~~ is ~~expected~~ toa ~~come~~widening ~~online~~“power inexpectation ~~the~~gap” ~~next~~of ~~five years~~1.5 ~~The~~to ~~industry~~2 isyears ~~already~~between ~~seeing~~the ~~data~~utilities’ ~~center~~projected ITdelivery ~~capacity~~timelines ~~buildout~~and ~~ramp~~the upimmediate ~~with~~capacity ~~~20~~needs GW of ~~capacity~~ ~~announced~~hyperscale soproviders. ~~far~~● ~~for~~Projected ~~2025,~~Consumption: ~~and~~Data itcenters isare expected to ~~continue~~account ~~growing~~for 8.9% ~~Bloom~~to ~~Energy~~12% ~~expects that at least another 35 GW~~ of ~~data center~~total ~~capacity~~U.S. ~~will~~electricity bedemand ~~announced~~by ~~within~~2030, ~~the~~up ~~next~~from ~~five~~approximately ~~years~~4.4% toin ~~meet projected data center demand~~2023.

4To mitigate grid volatility and interconnection delays, the industry is increasingly adopting “Power-First” infrastructure strategies, moving toward independent, off-grid operation.

~~In addition,~~● ~~the~~Off-Grid ~~environmental~~Adoption: ~~impact~~Approximately one-third of ~~power~~data ~~generation~~center ~~and~~leaders ~~use~~expect istheir ~~expected~~facilities to ~~become~~be ~~more~~100% ~~stringent.~~onsite-powered ~~Sustainability~~by ~~regulations~~2030. ~~are~~● ~~expected to~~Onsite ~~become~~Evaluation: ~~more~~Roughly ~~difficult~~73% toof ~~meet,~~hyperscalers and itcolocation isproviders ~~expected~~are ~~that~~actively ~~the~~evaluating ~~use~~or ofselecting ~~renewable~~onsite ~~energy~~power ~~credits~~providers ~~(RECs)~~to ensure predictable “time-to-power”. ~~offset~~● ~~carbon~~Economic ~~footprints~~Advantage: ofOnsite ~~conventional data~~generation ~~center~~allows developers to pursue “power-advantaged” ~~sources~~regions ~~will~~with noan ~~longer~~abundance ~~qualify.~~of ~~Today~~natural gas, ~~less~~such ~~than~~as 5%Texas, ofwhich ~~the~~is ~~energy~~projected ~~directly~~to ~~powering~~capture nearly 30% of total U.S. data ~~centers~~center isdemand ~~clean~~by 2028.

~~According~~Natural togas ~~the~~has ~~2024~~emerged ~~United~~as ~~States~~the ~~Data~~essential ~~Center Energy Usage Report~~ “~~Energy Analysis and Environmental Impacts Division, Lawrence Berkeley National Laboratory,~~bridge” ~~energy consumption by U.S. data centers has been on the rise~~ and ~~reached~~primary ~~280~~fuel ~~terawatt~~source ~~hours (TWh) in 2024 accounting~~ for anonsite ~~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~~● aDispatchability: ~~report~~Natural bygas Premains &the Spreferred ~~Intelligence,~~choice afor ~~market~~data ~~research~~centers ~~firm~~because it provides reliable, 24/7 dispatchable power without the ~~data~~intermittency ~~center~~associated ~~industry~~with isrenewable ~~large~~sources. ~~and~~● onMicrogrid ~~pace~~Maturity: toMicrogrids ~~grow~~powered ~~rapidly,~~by ~~from~~gas ~~$282 billion~~turbines inand ~~2024~~fuel cells are gaining momentum, enabling campuses to ~~over~~operate ~~$602~~as ~~billion~~independent in“energy ~~2030~~islands”. ~~The~~● ~~industry~~Hybrid isSystems: ~~not~~Next-generation ~~only~~designs ~~large~~often combine natural gas with Battery Energy Storage Systems (BESS) and solar, ~~but~~positioning ~~also~~the ~~very~~data ~~profitable.~~center ~~According~~as toa dynamic asset that can support the ~~Dgtl~~grid ~~Infra~~while ~~report “Data~~maintaining ~~Center~~its ~~REITs,~~own ~~Stocks~~critical ~~and~~load. ~~ETFs:~~● ~~Investing~~Grid inContribution: ~~2024”~~Currently, innatural ~~February~~gas ~~2024,~~accounts ~~the~~for ~~principal~~approximately ~~data~~40% ~~center~~of ~~developer/operator companies~~U.S. ~~averaged~~power ~~EBITDA~~generation, ~~margins~~and ofits ~~50%~~role oras ~~more~~the onleading ~~lease~~fuel ~~revenues.~~source ~~Those~~for ~~that~~data ~~are~~center ~~publicly~~electricity ~~traded~~is ~~were~~expected ~~valued~~to atpersist anthrough ~~average~~the end of 25the ~~times EBITDA~~decade.

~~According~~The todata acenter ~~February~~industry ~~2025~~continues ~~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~~significant ~~spectrum~~economic ofimpact ~~industries~~throughout ~~and~~the ~~services~~U.S. ~~Their role in storing, processing~~ and ~~managing~~to ~~data~~be isa ~~essential~~significant catalyst for ~~organizational success~~national ~~in the digital age~~growth.

~~According to~~● ~~the~~GDP ~~PwC~~and ~~report,~~Employment: ~~the~~Between ~~total~~2017 ~~annual~~and ~~contribution~~2021, ofdata ~~the~~centers ~~data~~contributed ~~center~~$2.1 ~~industry~~trillion to ~~national~~the ~~employment~~U.S. -GDP ~~encompassing~~through direct, ~~indirect~~ and ~~induced~~ indirect effects. ~~from~~● ~~data~~Labor ~~center~~Income: ~~construction~~Direct ~~and~~employment ~~operations~~in -the ~~has~~sector ~~increased~~grew ~~from~~by 217% .9from ~~million jobs in~~ 2017 to ~~4 .7 million jobs in 2023~~2021, ~~marking~~ asignificantly 60outperforming ~~percent~~the ~~rise~~broader ~~over this period~~U.S. ~~The~~employment ~~industry’s~~ growth ~~has~~of ~~notably~~2%. ~~surpassed~~● ~~that~~Sustainability ofEvolution: ~~the~~While ~~overall~~traditional U.Renewable S.Energy ~~economy~~Credits in(RECs) ~~recent years.~~are ~~From~~facing ~~2017~~increased ~~to 2023~~scrutiny, ~~direct~~operators ~~employment~~are inshifting ~~the~~toward U.24/7 S.Carbon-Free ~~data~~Energy ~~center~~(CFE) ~~industry~~goals. ~~expanded~~This byshift ~~over~~is 50driving ~~percent,~~interest ~~compared~~in tonatural 10gas ~~percent~~turbines ~~growth in~~that ~~employment~~can ~~for~~eventually ~~the~~be ~~United~~converted ~~States~~to ~~overall~~hydrogen ~~during~~and ~~the~~high-efficiency ~~same~~liquid ~~timeframe~~cooling systems.

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.3

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.

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~~As ~~competition~~a innew entrant into the data center ~~industry~~marketplace, iswe ~~primarily~~will ~~driven~~compete byagainst the ~~increasing~~larger, ~~presence~~more ofestablished ~~small-~~ and ~~large-scale~~better ~~service~~capitalized ~~providers globally,~~companies ~~and~~that wetoday ~~will~~control ~~compete~~the ~~with~~majority ~~numerous~~of market share. However, the data center ~~developers,~~industry ~~and~~is ~~public~~undergoing ~~and~~a ~~private~~paradigm ~~owners~~shift ~~and~~driven ~~operators~~by ofthe ~~technology~~“time-~~related~~to-power” bottleneck. ~~real~~As ~~estate~~a new entrant focused on high-performance computing (HPC) and hyperscale requirements, we compete in a landscape increasingly defined by energy independence and ~~data~~the ~~centers~~speed of infrastructure deployment.

~~The~~We ~~key~~compete ~~participants~~with intraditional ~~the~~ data center ~~market~~REITs ~~with~~and ~~which we will compete are infrastructure~~ developers, ~~such~~including ~~as Tract~~Equinix, ~~ScaleUp, Stream, Quantum Loophole and Cloverleaf Infrastructure, and data center companies such as~~ Digital Realty, ~~Equinix,~~ CyrusOne, ~~QTS,~~and Vantage ~~and Compass,~~Data ~~among many others~~Centers. ~~In addition~~However, our weprimary ~~may~~competitors ~~face~~now ~~competition~~include ~~from~~a ~~other~~ new ~~entrants~~wave ~~into~~of ~~the~~infrastructure ~~data~~developers ~~center~~focused ~~market.~~on ~~Many~~“behind-the-meter” of(BTM) ~~our current~~ and ~~potential competitors may have significant advantages over us, including greater name recognition, longer operating histories, pre~~“off-~~existing~~grid” ~~relationships~~power ~~with~~solutions ~~current~~to orbypass ~~potential~~utility ~~customers,~~interconnection ~~significantly greater financial~~delays, ~~marketing~~which ~~and~~can ~~other~~now ~~resources,~~exceed ~~ownership~~five ~~of more data centers and data centers that are more broadly distributed geographically, access~~ to ~~less~~seven ~~expensive~~years ~~power, and more robust interconnected hubs~~ in ~~certain~~major ~~geographic markets~~hubs. ~~All~~Key ~~of these potential advantages could allow~~ competitors ~~to respond more quickly to new or changing~~in ~~opportunities.~~this Inspecialized ~~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.include:

~~As a~~● ~~new~~Tract ~~entrant~~and ~~into~~Quantum ~~the~~Loophole: ~~data~~Large-scale ~~center~~land ~~marketplace,~~and wepower ~~will~~“master ~~compete~~developers” ~~against~~who ~~the~~prepare ~~larger,~~massive ~~more~~campuses ~~established~~for ~~and~~hyperscale ~~better~~tenants. ~~capitalized~~● ~~companies that~~Cloverleaf ~~today~~Infrastructure: ~~control~~Specifically ~~the~~focused ~~majority~~on ofsolving ~~market~~the ~~share.~~power-grid Weinterface ~~believe~~for ~~our~~large-scale ~~principal~~deployments. ~~advantages~~● ~~will~~Crusoe beEnergy: ~~our~~Utilizing ~~location,~~modular ~~which~~data ~~provides~~centers uspowered ~~with~~by ~~access to~~“behind-the-meter” anenergy ~~abundance~~sources, ofrecently ~~reasonably~~entering high-~~priced~~profile ~~onsite~~agreements ~~baseload~~to ~~geothermal~~support ~~energy~~AI tostartups ~~power~~like aOpenAI. ~~24/7~~● ~~data~~Joint ~~center~~Ventures: ~~operation,~~Large-scale ~~low~~energy-~~latency~~tech ~~internet~~partnerships, ~~connectivity to~~such ~~major~~as ~~market~~the ~~hubs~~Chevron, ~~and~~Engine ~~our~~No. ~~proximity~~1, toand ~~the~~GE ~~Southern~~Vernova ~~California~~alliance, ~~market~~which ~~and~~aims ~~the~~to ~~multitudes~~build of“power ~~companies~~foundries”—multi-gigawatt ~~utilizing high~~co-~~performance computing~~located ~~that~~natural ~~want~~gas ~~close-by~~power ~~data~~plants ~~center~~and ~~space~~data centers.

We believe our strategic pivot to onsite natural gas power generation addresses the immediate, critical need for baseload power for hyperscale customers. We believe our plan for onsite power offers us the following competitive advantages:

	●	Reduced Time-to-Power: By generating power on-site, we bypass the increasingly congested and slow utility interconnection queues that hamper our larger, grid-dependent competitors.
	●	Baseload Reliability: Unlike intermittent renewable sources (solar/wind), our natural gas-fired turbines and engine system will provide 24/7 “always-on” power required for the relentless duty cycles of AI and large-scale Large Language Models (LLM) training.

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 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.

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~~4

~~Currently,~~Risk 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.Factors

WeEmerging ~~cannot~~federal ~~provide~~and ~~any~~state ~~assurance~~regulations ~~that~~aimed ~~our~~at ~~proprietary~~protecting ~~rights~~ratepayers ~~with~~could ~~respect~~significantly toincrease our ~~onsite~~cost ~~geothermal~~of ~~power~~doing ~~production~~business. ~~systems~~In ~~vertically-integrated with~~early ~~our ready-to-build-on~~2026, several ~~clean-energy~~legislative ~~powered~~proposals ~~data~~were ~~center~~introduced ~~campus,~~at ~~and~~both the ~~services~~federal weand ~~will~~state ~~offer~~levels ~~will~~to beaddress ~~viable~~the orsurge ~~have value~~ in ~~the future~~demand ~~since~~for ~~the~~more ~~validity,~~AI ~~enforceability~~data ~~and~~centers. We ~~type~~face ofemerging ~~protection~~risks ~~of proprietary rights in these industries are uncertain and continuingly evolving.~~from:

~~Despite our~~● ~~efforts~~Moratoriums toand ~~protect~~Siting ~~our~~Restrictions: ~~proprietary~~Concerns ~~rights,~~over ~~unauthorized~~grid ~~parties~~reliability, ~~may attempt to copy aspects of our design~~noise, ~~systems~~ and ~~services~~water ~~or to~~consumption ~~obtain~~have ~~and~~led ~~use~~some ~~information~~counties ~~that we regard as proprietary. Policing unauthorized use of our designs~~ and ~~services~~states isto ~~difficult,~~deny ~~and while~~building wepermits ~~are~~or ~~unable~~ to ~~determine~~enact ~~the~~moratoriums ~~extent~~on tolarge-scale ~~which~~data ~~piracy~~center ~~of our designs, systems and services will exist, intellectual piracy can be expected to be a persistent problem~~campuses. In● ~~addition,~~Sustainability ~~the~~Regulations: ~~laws~~Stringent ofnew ~~some~~sustainability ~~foreign~~standards ~~countries~~and ~~do not protect proprietary rights to as great an extent as do~~ the ~~laws~~devaluation of ~~the~~traditional ~~United~~carbon ~~States,~~offsets ~~and effective copyright, trademark, trade secret and patent protection~~ may ~~not~~impact ~~be available in those jurisdictions. Our means of protecting~~ our ~~proprietary~~ability ~~rights may not be adequate~~ to ~~protect~~meet usenvironmental ~~from~~targets. ~~the~~Sustainability ~~infringement~~regulations orare ~~misappropriation of~~evolving ~~such rights by others~~rapidly.

~~Further,~~Our instrategic ~~recent~~reliance ~~years,~~on ~~there~~“Bring ~~has~~Your ~~been~~Own ~~significant~~Power” ~~litigation~~(BYOP) ~~in the United States involving patents~~ and ~~other~~onsite ~~intellectual~~power ~~property~~generation ~~rights in~~entails ~~the~~nascent ~~data~~operational ~~center~~risks ~~design, systems~~ and ~~service offerings and Internet-related data management industries. We can become subject to intellectual~~greater ~~property~~capital ~~infringement claims as the number of our competitors grows and our services overlap with competitive offerings~~intensity. ~~These~~While ~~claims, even~~BYOP ifoffers 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~~faster ~~award of damages and to develop non~~“time-~~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~~power,” ~~systems~~it ~~and~~introduces ~~service~~several ~~offerings~~critical ~~or obtain a license on commercially reasonable terms, if at all.~~risks:

	●	Capital Intensity: Average construction costs for onsite-powered facilities have risen significantly, contributing to a global infrastructure investment “supercycle” projected to reach $3 trillion by 2030.
	●	Technology Risk: Deploying large-scale microgrids utilizing natural gas turbines, fuel cells, and Battery Energy Storage Systems (BESS) involves complex engineering and integration risks that may lead to operational downtime or higher-than-expected maintenance costs.
	●	Supply Chain Volatility: The reliability of onsite power depends on a steady supply of natural gas. Any disruption to pipeline infrastructure or significant volatility in gas pricing could materially impact our operating margins.

In early 2026, the gas power generation equipment market is experiencing a robust upward cycle. It is driven by a global shift away from coal, the need to stabilize grids reliant on intermittent renewables, and a massive surge in electricity demand from AI and data centers. Because of this demand,

	●	Natural Gas Generators (Industrial Gensets) are experiencing delivery times of 18 to 30 months. While faster than utility-scale turbines, lead times for industrial-grade natural gas engines (like those from Caterpillar) have roughly doubled since 2021. Companies are increasingly deploying “mobile gas turbines” as stopgap measures to get data centers online while awaiting permanent equipment.
	●	Support Infrastructure (Transformers & Switchgear), like generation equipment, due to market demand, and other components, such as electrical generation and distribution systems, are also experiencing lead times of 2+ years.

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~~on ~~operations as a public “shell” company. On~~ December 20, 2018, we changed our corporate name from RealSource Residential, Inc. to CalEthos, Inc.

7In early 2021, we determined there was a sizable opportunity to develop and manufacture high-performance computer systems for the cryptocurrency mining industry. 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, initially in Imperial County, California. After optioning parcels of land in Imperial County and working with the Imperial County planning department and other local regulatory agencies in seeking zoning changes and other required regulatory approvals required for the Company’s proposed data center campus, it became evident by May 2025 that the Company’s timelines for the receipt of such approvals would not be met.

In ~~early~~May ~~2021~~2025, we ~~determined~~formed ~~there~~TerraVolt ~~was a sizable opportunity~~ to ~~develop~~meet ~~and~~the ~~manufacture~~demand ~~high-performance computer systems~~ for ~~the cryptocurrency mining industry. In August 2021~~sustainable, ~~in connection with a $3.5 million capital raise~~baseload, ~~our~~powered ~~board~~land ofand ~~directors~~infrastructure ~~determined~~solutions ~~that~~for ~~we were no longer~~large-scale adata ~~shell~~centers ~~company,~~development asand ~~defined~~end ~~in Rule 12b-2 of the Exchange Act~~users. ~~During~~We ~~the~~are ~~development~~currently offocusing ~~our~~on ~~computer~~acquiring ~~chip~~properties ~~and~~in ~~system~~states in ~~Korea,~~which weonsite ~~had also~~power ~~developed a plan to build a large-scale, clean-energy powered, containerized, immersion-cooled data center operation in Southern~~production ~~California~~utilizing tonatural ~~support~~gas ~~the~~fuel ~~use~~cells ofand ~~the~~turbines ~~systems~~are weallowed ~~were developing for our company~~ and ~~for others. However, following the decline of the bitcoin market~~ in ~~early~~which ~~2022,~~ we ~~decided~~can toacquire ~~abandon~~access ~~our~~to ~~chip~~natural ~~and~~gas ~~system~~pipeline ~~development efforts~~ and wecapacity ~~determined that we could develop a~~for ~~profitable~~delivery ~~business~~within ~~by offering wholesale data center colocation services to~~ a ~~larger~~reasonable ~~customer base of hyperscale and enterprise IT companies~~timeframe.

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

Risk Management and Strategy

While we are in our early stages of our business plan, we regularly assess risks from cybersecurity threats, monitor our information systems for potential vulnerabilities and test those systems pursuant to our cybersecurity processes and practices, which are integrated into our overall risk management system. As we progress with the development of our business plans, we plan to use various security tools designed to help us identify, investigate, resolve and recover from security incidents in a timely manner.

To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and we believe are not reasonably likely to affect our company, including our business strategy, results of operations or financial condition.

Governance

One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face.

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.

Our Chief Executive Officer is primarily responsible for assessing and managing our material risks from cybersecurity threats with assistance from third-party service providers and outside counsel, as needed.

Our Chief Executive Officer oversees our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above. Our cybersecurity risk management program includes tools and activities to prevent, detect and analyze current and emerging cybersecurity threats, and plans and strategies to address 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~~Senior ~~Executive~~Vice ~~Officer~~President, Corporate Development. 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.

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~~2025 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
December 31, 2025	$	0.60	$	0.30
September 30, 2025		0.85		0.26
June 30, 2025		0.87		0.35
March 31, 2025		2.00		0.82
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 2816, ~~2025~~2026, the closing bid price for our common stock on the OTCQB Market as reported by the quotation service operated by the ~~OTC~~ OTC Markets Group was $0.9114.

Transfer Agent

Nevada Agency and Transfer Company is the registrar and transfer agent for our common ~~shares~~stock. ~~Their~~Its 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 2816, ~~2025~~2026, 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.

Our audited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

We are ina ~~the~~developer ~~early stages~~ of ~~implementing our plan for the development of a~~ large-scale ~~geothermal-powered~~infrastructure ~~data~~designed ~~center campus on which we will lease powered building lots and buildings~~ to ~~large~~power ~~enterprise information technology (IT) customers that are creating or addressing~~ the ~~growing demand for AI, Cloud and High-Performance Computing (HPC)~~ digital ~~services~~economy. InOur ~~planning~~primary ~~for~~focus ~~our~~is ~~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~~development ~~center campus, with the intention~~ of ~~cultivating~~a ~~long~~“master-~~term strategic relationships with them once they become our customers and providing them~~planned” ~~with solutions for their~~ data center ~~facilities~~campus ~~and~~in ITa ~~infrastructure requirements. We initially intend to provide geothermal~~business-~~powered building~~friendly ~~lots~~Northwestern ~~with~~U.S. ~~flexibility for customers to scale for future growth~~location. AsUnlike ~~currently~~traditional ~~contemplated~~developments, our ~~offerings~~campus will ~~provide~~be ~~clean~~designed to ~~energy~~be ~~power~~onsite-powered, ~~flexibility,~~meaning ~~reliability~~we ~~and~~intend ~~security~~to ~~delivered~~provide ~~through~~our atenants ~~tailored~~with dedicated, ~~customer-service-focused~~reliable ~~platform~~energy ~~that~~generated ~~will~~on bethe ~~designed to foster long-term relationships~~property.

AsIn ofMay ~~the~~2025, ~~filing~~we offormed ~~this~~TerraVolt ~~Report~~Infrastructure Inc. (“TerraVolt”), wea ~~have~~wholly-owned ~~completed~~subsidiary ~~Phase~~established Ito ~~and~~meet ~~entered~~the ~~into~~demand for ~~Phase~~sustainable, IIbaseload, ofpowered ~~our~~land and infrastructure solutions for large-scale data center development ~~plans~~. InTerraVolt’s ~~the initial~~proposed ~~phase~~solution ofis ~~our~~a ~~project,~~Physical weInfrastructure-as-a-Service ~~originally~~(PIaaS) ~~signed~~platform anthat ~~option~~will ~~agreement~~integrate inonsite ~~March~~behind-the-meter ~~2023~~(BTM) topower ~~acquire~~with 80construction-ready data ~~acres~~center ofbuilding ~~commercially-zoned~~sites ~~land~~that ininclude ~~Imperial County,~~utilities ~~California.~~and Wefiber ~~believed~~connectivity. ~~this~~TerraVolt ~~site~~plans ~~would~~to provide usa anturnkey ~~opportunity~~solution with power and utilities to ~~acquire~~hyperscalers, ~~commercially-zoned~~colocation ~~land~~providers, onand ~~which~~data wecenter ~~could~~developers ~~combine nearby~~seeking ~~direct~~to ~~clean~~deploy ~~geothermal/solar~~new ~~energy~~capacity faster than with traditional power and transmission from a ~~24/7~~local ~~data~~electric ~~center~~utility ~~operation~~company. ~~However,~~We inare ~~July~~currently ~~2024,~~focused weon ~~identified~~a ~~and~~location ~~entered~~where ~~into~~onsite power production using annatural ~~option~~gas ~~agreement~~turbines toand ~~acquire~~reciprocating aengines ~~larger,~~is ~~315-acre~~allowed ~~parcel~~under oflocal ~~land~~and ~~that~~state webuilding ~~believe~~codes ~~provides~~and uswhere ~~with~~there ~~significant~~is ~~advantages~~direct ~~over~~access ~~our~~to ~~prior~~a ~~data~~natural ~~center~~gas ~~development~~pipeline ~~site,~~with ~~which~~capacity ~~include:~~for delivery within a reasonable timeframe.

●As of ~~Larger,~~the ~~strategically~~date ~~located~~of this Report, ~~industrial-zoned~~we ~~property~~have ~~with~~commenced ~~acreage~~the ~~for~~initial ~~on-site~~phase ~~switchyard,~~of ~~substation~~our ~~and~~planned ~~additional~~onsite-powered data center ~~buildings~~campus ●development, ~~Better~~which ~~options~~is focused ~~for~~on ~~connectivity~~completing ~~to high~~land-~~voltage~~use ~~transmission~~applications, ~~lines~~zone ●change ~~Closer~~requests, ~~proximity to existing~~ and ~~planned~~supplemental ~~geothermal~~site ~~power~~reports ~~plants~~required ●by ~~Shorter fiber routing distances to internet backbone and communications networks ● Directly on~~ the ~~main~~local ~~north/south~~County ~~transportation corridor (Hwy. 111)~~ Planning and ~~gateway~~Development ~~entrance (Sinclair Rd~~Department.) toWe ~~the~~anticipate ~~planned~~securing ~~51,000~~land-~~acre~~use ~~Lithium~~and ~~Valley~~conditional ~~development~~zone ~~area~~change ●approvals ~~Lower~~by ~~flood risk~~ year-end ~~outside of the 100- and 500- year flood zones in a FEMA X (Unshaded) area~~2026.

InConcurrently, ~~late~~we ~~July~~are ~~2024~~finalizing timelines and budgets for all necessary county and state environmental assessments. These studies cover the data center campus, wethe ~~terminated~~onsite ~~our~~power ~~option~~plant, ~~agreement~~electrical distribution systems, and critical utility infrastructure (water, sewer, fiber, and gas). We expect to ~~acquire~~file ~~the~~these ~~80-acre~~reports ~~parcel~~before inthe ~~Imperial~~end ~~County~~of 2026, ~~California~~with asthe weaim ~~believe~~of securing all necessary construction approvals by the ~~recently-optioned~~second quarter ~~property~~of is2027. ~~better~~Additionally, ~~suited~~we expect to submit to applicable state agencies all design and environmental documentation for ~~our~~the ~~immediate~~onsite ~~needs~~natural gas power plant by mid-2026.

WeIt ~~believe~~is ~~100%~~anticipated ~~clean-energy-powered~~that ~~data~~we ~~centers~~will ~~are~~incur ansignificant ~~important~~expenses ~~element~~ in the ~~ability~~implementation of our business plan as described herein, and that we will require substantial financing to complete the Udevelopment and construction of the planned data center campus.S. A failure to ~~meet~~obtain ~~its~~this ~~carbon~~necessary ~~neutral~~capital ~~climate goals~~when ~~and~~required ~~for~~on ~~hyperscale~~acceptable ~~and~~terms, ~~enterprise~~or ITat ~~companies~~all, could force us to ~~meet~~delay, ~~their~~limit, reduce ~~shareholder~~or terminate our development plans, any commercialization efforts and ~~customer~~any ~~commitments~~other operations. We may not be able to ~~have~~secure anfinancing on ~~ESG-compliant~~favorable terms, ~~clean digital~~or ~~footprint~~at ~~before~~all, ~~2030~~to meet our future capital needs. AsIn aaddition, ~~result~~even if we are able to obtain sufficient funding to commence our business operations, we ~~believe~~may need to pursue additional financing in the ~~availability~~future to make expenditures and/or investments to support the growth of ~~nearby~~our ~~clean~~business. ~~energy~~In ~~and~~addition, we may require additional capital to pursue our ~~ability~~business objectives and respond to ~~produce~~new ~~geothermal~~competitive ~~power~~pressures, onpay extraordinary expenses or fund our ~~site~~growth, ~~will~~including ~~provide~~through acquisitions. Additional funding, however, may not be available when required on terms that are acceptable to us, aor ~~significant~~at ~~competitive~~all. ~~advantage~~If inwe ~~the~~are ~~marketplace~~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.

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:8

● 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.

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.

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~~2025 and ~~2023~~2024

The following table summarizes our results of operations for the years ended December 31, ~~2024 and 2023~~2025.

							Change
	2024			2023			Dollar			Percentage
	2025			2024			Dollar			Percentage
Revenues	$	-		$	-		$	-			-	%
Operating Expenses
Professional fees		~~386~~340,000			~~344~~386,000			42(46,000	)		12(11.29	)
Equity-based compensation		~~369~~80,000			3369,~~032,~~000			(2289,~~663,~~000	)		(8778.83	)
General and administrative		4952,000			3849,000			113,000			286.91
Development cost – abandonment		344,000			-			344,000			100.0
Payroll and related cost		583,000			259,000			324,000			125.1
Payroll and related expenses		259,000			51,000			208,000			407.8
Total operating expenses (income)	$	1,055,000		$	1,063,000		$	(8,000	)		(0.8	)%
Total operating expenses	$	1,407,000		$	3,465,000		$	(2,058,000	)		(59.4	)%
Other (expenses) income
Interest income	$	125,000		$	5012,000		$	~~(38~~7,000	)		~~(76~~58.03	)%
Financing cost		(2,410,000	)		(252,000	)		2,158,000			856.3
Financing costs		(186,000	)		(12,000	)		174,000			1,450.0
Gain on settlement of accounts payable		-			23,000			(23,000	)		(100.0	)
Financing costs - related party		(676,000	)		(2,398,000	)		(1,722,000	)		71.8
Loss on extinguishment of debt – related party		(2,317,000	)		-			2,317,000			100
Abandoned development project cost		(4,594,000	)		(344,000	)		4,250,000			(1,235.5	)
Loss on extinguishment of debt		(6,468,000	)		(986,000	)		5,482,000			556.0
Loss on extinguishment of notes payable – related party		-			(2,317,000	)		(2,317,000	)		(100.0	)
Total other expenses	$	(11,183,000	)	$	(1,165,000	)	$	10,018,000			859.9	%
Loss on extinguishment of convertible promissory notes		-			(6,468,000	)		(6,468,000	)		(100.0	)
Gain from closure of foreign subsidiary		8,000			-			(8,000	)		(100.0	)
Total other expense	$	(5,443,000	)	$	(11,527,000	)	$	(6,084,000	)		(52.8	)%

Revenues

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we had no revenues.

Operating Expenses

Professional fees

Our professional fees ~~increased~~decreased to $~~386~~340,000 for the year ended December 31, ~~2024~~2025 from $~~344~~386,000 for the year ended December 31, ~~2023~~2024. The ~~increase~~decrease of approximately $4246,000 was attributable to aincreases ~~decrease~~ in ~~our~~(i) ~~consulting~~audit fees of ~~approximately~~ $6317,000, ~~which~~and ~~was~~geological services of $37,000, offset by an ~~increase~~decreases in ~~our~~(ii) consulting services $34,000, legal services $61,000 and other professional ~~fess~~expenses of ~~approximately~~ $~~105~~5,000.

Equity-based compensation

Our equity-based compensation for the year ended December 31, ~~2024~~2025 ~~was~~decreased ~~approximately~~to $~~369~~80,000 asfrom ~~compared to~~ $3369,~~032,~~000 for the year ended December 31, ~~2023~~2024. During the ~~fourth~~year ~~quarter~~ended ofDecember ~~2023~~31, 2025, we ~~issued~~recorded ~~warrants~~a ~~and~~recapture ~~stock~~of ~~options~~approximately to$236,000 ~~our~~of ~~directors~~equity-based ~~and~~compensation ~~officers~~related ~~with~~to ~~a fair~~the ~~value~~non-performance of ~~$2,916,000,~~outstanding performance-based ~~which~~awards. ~~was~~The ~~recognized~~time-based asequity-based ancompensation ~~expense upon issuance. Also~~ for the ~~years~~year ended December 31, ~~2024~~2025 ~~and~~was ~~2023~~$316,000, for ~~the~~a ~~Company~~net ~~capitalized~~expense ~~equity based compensation~~ of ~~approximately~~ $280,~~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.

Payroll and related expenses

Payroll and related expenses increased to $~~259~~583,000 for the year ended December 31, ~~2024,~~2025 ~~compared~~from to $51259,000 for the year ended December 31, ~~2023~~ 2024. ~~For~~The increase ~~the~~of ~~year ended December 31~~$324,000 ~~2023,~~related weto ~~had~~our ~~one~~abandonment ~~employee.~~of ~~Our first employee,~~ our ~~Chief~~data ~~Operating~~center ~~Officer,~~campus ~~was~~project ~~hired~~ in ~~June~~Imperial ~~2023~~County, ~~and~~ ~~our~~California ~~second~~in ~~employee,~~July ~~our~~2025. ~~Vice~~As ~~President~~a result of ~~Data~~the ~~Center Development~~abandonment, ~~was~~we ~~hired~~did innot ~~February~~capitalize ~~2024.~~payroll ~~For~~and related expenses during the ~~year ended December 31~~second, ~~2024, our~~third ~~total~~and ~~payroll-related~~fourth ~~cost~~quarters ~~for~~of ~~our employees was approximately $1~~2025,~~148,000,~~ ofwe ~~which~~did ~~approximately~~not ~~$889,000~~capitalize ~~was~~payroll ~~capitalized~~and asrelated ~~data center development cost~~expenses.

Financing costs

Our financing cost for the year ended December 31, ~~2024~~2025 increased to $2186,~~410,~~000 compared to $~~252~~12,000 for the year ended December 31, ~~2023~~2024. ~~The~~Our ~~2024~~convertible ~~financing~~debentures ~~cost~~were ~~included~~outstanding ~~$2,355,000~~ for the ~~amortization~~twelve months of ~~debt~~the ~~discount~~year ~~related~~ended December 31, 2025 compared to ~~our~~four ~~notes~~months ~~payable~~of the year ended December 31, 2024.

~~Loss~~Financing oncosts ~~extinguishment of debt~~ – related party

~~During~~Our financing cost – related party for the year ended December 31, ~~2024,~~2025 ~~the~~decreased ~~Company and the note holder agreed~~ to ~~convert the note payable of~~ $1676,000~~,000~~ ~~into~~from ~~500,000 shares of the Company’s common stock with a fair value of~~ $~~875~~2,398,000 ~~and exchanged two warrants, previously issued to the note holder, each~~ for ~~300,000 shares of~~ the ~~Company’s~~year ~~common~~ended ~~stock~~December ~~(“Old Warrant”)~~31, ~~for a warrant to purchase 2,258,877 shares of the Company’s common stock (“New Warrant’)~~2024. The ~~loss~~decrease ~~on extinguishment~~ of $~~2,317,000 is difference between (i) $~~1,~~755~~722,000 ~~for~~was ~~the~~due ~~note~~to ~~payable~~a ofdecrease ~~$1,000,000~~in ~~and~~interest ~~fair value of Old Warrant of $755,000~~ and ~~(ii)~~loan ~~$4,072,000~~discount ~~the~~expense ~~fair~~for ~~value~~notes ofpayable ~~the~~to ~~common stock of $875,000 and fair value of~~ the ~~New~~related ~~Warrant of $3,197,000~~party.

Loss on on extinguishment of ~~debt~~notes payable - related party

During the ~~years~~year ended December 31, ~~2024 and 2023~~2025, ~~the~~we ~~Company~~did ~~extinguished~~not ~~convertible~~have ~~debentures with~~an 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~~our ~~ended~~notes ~~December~~payable ~~31,~~to ~~2024~~related ~~and 2023, respectively~~party.

Loss on extinguishment of convertible promissory notes

During the year ended December 31, 2025, we did not have a loss on extinguished of convertible promissory notes.

Gain from closure of foreign subsidiary

During the year ended December 31, 2025, we finalized the closure of our Korean subsidiary.

Abandonment of development project cost

We elected not to renew our purchase option on the existing property in Imperial County, California when it expired in July 2025. Consequently, previously capitalized data center development costs were expensed, and we will cease capitalizing additional data center development expenses until we can secure parcels with appropriate zoning for data center use and greater certainty around the execution of our development plans. At the termination of the data center development, we had approximately $4,581,000 of capitalized development cost, which has been recorded as abandoned project costs.

Liquidity and Capital Resources

Our working capital deficit as of December 31, ~~2024~~2025 and ~~2023~~2024 was as follows.

	2024			2023
	2025			2024
Current assets	$	~~296~~295,000		$	~~318~~296,000
Current liabilities		(~~514~~3,095,000	)		(1515,~~022,~~000	)
Working capital deficit	$	(~~218~~2,800,000	)	$	(~~704~~219,000	)

Our working capital deficit ~~decreased~~increased from a $~~704~~219,000 deficit as of December 31, ~~2023~~2024 to a deficit of $~~218~~2,800,000 as of December 31, ~~2024 for~~2025 afor ~~decrease~~an increase of $~~486~~2,582,000. The ~~decrease~~increase in our working capital deficit was due to aincreases in (i) $221,581,000 ~~decrease~~of inconvertible ~~our cash and cash equivalents~~debentures, ~~which~~ ~~was~~(ii) ~~offset by a decrease of~~ $~~167~~728,000 inof ~~our~~notes ~~accounts~~ payable ~~and~~related ~~accrued~~parties ~~expenses~~ and a(iii) ~~decrease of~~ $~~341~~271,000 inof ~~convertible~~accounts ~~promissory notes, net~~payable.

Cash Flows, for the years ended December 31,

	For the years ended December 31,
	2025			2024
	2024			2023
Net cash used in operating activities	$	(750,000	)	$	(859,000	)
Net cash used in operating activities	$	(859,000	)	$	(35,000	)
Net cash used in investing activities		(464,000	)		(1,467,000	)
Net cash used in investing activities		(1,467,000	)		(1,730,000	)
Net cash provided by financing activity		1,215,000			2,305,000
Net cash provided by financing activities		2,305,000			-
Effect of exchange rate changes		-			(1,000	)
Effect of exchange rate changes		(1,000	)		6,000
Change in cash and cash equivalents during the period		1,000			(22,000	)
Change in cash and cash equivalents during the period		(22,000	)		(1,759,000	)
Cash and cash equivalents, beginning of period		286,000			308,000
Cash and cash equivalents, beginning of period		308,000			2,067,000
Cash and cash equivalents, end of period	$	287,000		$	286,000
Cash and cash equivalents, end of period	$	286,000		$	308,000

Cash Flows from Operations

Cash used in operating activities ~~increased~~decreased to approximately $~~859~~750,000 for the year ended December 31, ~~2024~~2025 from approximately $35859,000 ~~for~~ for the year ended December 31, ~~2023~~2024, which was predominantly related to the increase in our ~~expenditures~~payroll ~~for~~and ~~filing~~related ~~fees,~~expenses ~~legal~~that ~~fees,~~was ~~transfer agent~~offset ~~fees~~in ~~and~~part ~~consulting~~by ~~fees~~a ~~paid~~decrease ~~during~~in ~~the~~professional ~~period~~fees.

Cash Flows from Investing

Our cash used in investing activities ~~increased~~decreased to approximately $1464,~~467,~~000 for the year ended December 31, ~~2024~~2025 from approximately $1,~~730~~467,000 for the year ended December 31, ~~2023~~2024. The primary use of cash was for expenditures for the development of our data center campus, which was suspended during the quarter ended June 30, 2025.

Cash Flows from Financing

Our cash provided by financing activities ~~increased~~decreased to ~~approximately~~ $21,~~305~~215,000 for the year ended December 31, ~~2024~~2025 from approximately ~~nil for~~$2,305,000 for the year ended December 31, ~~2023~~2024. The ~~increase~~cash provided of $21,~~305~~215,000 was ~~due~~funded toby ~~the~~one ~~issuance~~ of aour ~~promissory note in the principal amount of $1~~shareholders,~~000,000~~ ~~and~~who ~~the~~is ~~issuance~~also ~~of convertible~~a ~~debentures~~member ~~in the principal amount~~ of ~~$1,410,000~~our ~~less $106,000 of cash paid for expenses related to the issuance~~board.

Liquidity and Material Cash Requirements

Even though we experienced negative cash flows from operations of approximately $~~859~~750,000 for the year ended December 31, ~~2024~~2025, as a ~~result~~ ofresult ~~our private placement~~ of ~~a promissory note and convertible debentures in~~ the ~~principal~~funding ~~amounts~~from one of ~~$1,000,000~~our ~~and $1~~shareholders,~~410,000,~~ ~~respectively,~~ we had cash and cash equivalents of approximately $~~286~~287,000 at December 31, ~~2024~~2025. As of December 31, ~~2024~~2025, we had approximately $1,~~410~~635,000 of convertible debentures with maturity dates on of December 31, 2026 and $1,000,000 of notes payable related party with maturity dates of June 30, 2026.

It is anticipated that we will incur expenses in the implementation of our business plan described above, and such expenses will ~~require~~ require substantial financing to complete the development of the property for a data center operation and to achieve our goals. We ~~currently~~ currently have only limited capital with which to pay these anticipated expenses. To ~~fund~~repay our short-term indebtedness and 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-2221 of this Report.

Item 9. Changes In and Disagreements ~~With~~with Accountants Onon 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 December 31, 2025, 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.

1412

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~~2025 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~~2025 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.

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~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information.

None.

1513

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	56	Chairman of the Board and Chief Executive Officer
Joel D. Stone	55	President and Chief Operations Officer
Michael Campbell	70	Senior Vice President, Corporate Development and Director
Dean S. Skupen	6465	Chief Financial Officer
Steven Shum	5556	Director
Sean Fontenot	4546	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~~Joel ~~Campbell~~D. Stone. Mr. Stone ~~Campbell~~ became our Chairman of the Board and Chief Executive Officer on ~~September~~March 1227, ~~2018~~2026. ~~For~~Previously, ~~the~~he ~~past~~had 20been ~~years~~our President and Chief Operating Officer since March 28, 2023. Mr. ~~Campbell~~Stone has ~~been the~~25 ~~managing~~years ~~director~~ of M1broad-based ~~Advisors~~operations, ~~LLC~~engineering, aconstruction, ~~business~~integration, ~~advisory~~ transformation, and ~~consulting~~technical ~~firm~~leadership ~~that~~in ~~has~~the ~~engineered~~data center infrastructure, ~~orchestrated~~sourcing, and ~~provided~~telecommunications ~~support and~~industries. ~~services~~Prior to ~~numerous~~joining ~~private-to-public~~our ~~transitions~~company, Mr. ~~debt~~Stone ~~and~~led ~~equity~~the ~~financings~~Global ~~and~~Site ~~hyper-~~Sourcing ~~organic-growth~~teams ~~and~~for ~~consolidation~~Meta ~~strategies in~~Platforms athat ~~wide~~supported ~~range~~the ofdata ~~industries.~~center Ininfrastructure ~~addition,~~teams from ~~December~~2019 ~~2011~~ to ~~February~~2022. Prior ~~2017~~to 2019, Mr. ~~Campbell~~Stone ~~was~~served ~~the~~as ~~Chief~~Senior ~~Executive~~Vice ~~Officer~~President and aChief ~~director~~ Operating Officer of ~~NXChain,~~RagingWire ~~Inc.~~Data Centers, aan ~~publicly-traded~~NTT ~~start-up~~communications company, ~~shell~~where ~~company~~he inwas ~~the~~responsible ~~cryptocurrency~~for ~~business~~critical ~~that~~facilities ~~was~~engineering, adesign, ~~successor~~construction, toand ~~AgriVest~~data ~~Americas~~center ~~Inc~~operations from 2016-2018., aPrior ~~publicly-traded~~to ~~start-up~~RagingWire, ~~shell~~Mr. ~~company~~Stone ~~that~~served ~~sought~~as toVice ~~acquire~~President ~~cattle~~of ~~ranches~~Global inData ~~Brazil~~Center Operations for ~~conversion~~CenturyLink toCommunications, ~~soybean~~responsible for ~~farms.~~58 ~~Mr.~~data ~~Campbell spent~~centers around the ~~first~~world 20and ~~years~~a global team of ~~his~~600+ ~~career~~people infrom ~~the~~2011to ~~high-tech~~2016. ~~industry~~Prior ~~creating~~to ~~and~~CenturyLink, ~~operating~~Mr. ~~various~~Stone ~~companies~~was ~~that~~Group ~~included~~Operations Director aat ~~computer~~Global ~~retailing operation~~Switch in London, ~~data-storage~~one ~~peripheral~~of ~~company~~the ~~with~~largest ~~three~~wholesale ~~computer~~data ~~disk-drive~~center ~~manufacturing~~providers ~~companies~~in ~~through~~Europe ~~joint~~and ~~ventures~~Asia. ~~with~~Mr. ~~the~~Stone ~~Russian,~~spent nine years ~~Chinese~~at ~~and~~Microsoft ~~Spanish~~where ~~governments,~~he awas ~~specialized~~responsible ~~call-~~for all North America data center ~~company~~operations. ~~for~~Earlier ~~telco~~in ~~broadband~~his ~~provisioning~~career, ~~and~~Mr. anStone ~~online~~built-out ~~broadband~~two ~~services~~state-of-the-art ~~ordering~~data ~~and~~centers ~~order~~in ~~aggregation~~Silicon ~~company~~Valley ~~with~~(Santa ~~the~~Clara) ~~Regional~~for ~~Bell~~Cable ~~Operating~~& ~~Companies~~Wireless Communications.

~~Joel~~Michael DCampbell. ~~Stone.~~ Mr. ~~Stone~~Campbell became our ~~President~~Senior ~~and~~Vice ~~Chief~~President, ~~Operating~~Corporate ~~Officer~~Development on March 2827, ~~2023~~2026. ~~Mr.~~Previously, ~~Stone~~he ~~has~~had 24been our ~~years~~Chief ofExecutive ~~broad-based operations,~~Officer ~~engineering,~~since ~~construction,~~September ~~integration~~12, ~~transformation~~2018, ~~and~~a ~~technical~~position ~~leadership~~from inwhich ~~the~~he ~~data~~resigned ~~center~~on ~~infrastructure,~~March ~~sourcing~~27, ~~and~~ ~~telecommunications~~2026 ~~industries~~because of health issues. ~~Prior~~For tothe ~~joining~~past ~~our~~20 ~~company~~years, Mr. ~~Stone~~Campbell ~~led~~has been the ~~Global~~managing ~~Site~~director ~~Sourcing~~of ~~teams~~M1 ~~for~~Advisors ~~Meta~~LLC, ~~Platforms~~a ~~that~~business advisory and consulting ~~supported~~firm ~~the~~that ~~data~~has ~~center~~engineered, ~~infrastructure~~orchestrated ~~teams~~and ~~from~~provided ~~2019~~support toand ~~2022.~~services ~~Prior~~to numerous private-to-public ~~2019~~transitions, ~~Mr.~~debt ~~Stone~~and ~~served~~equity financings asand ~~Senior~~hyper- ~~Vice~~organic-growth ~~President~~ and ~~Chief Operating~~consolidation ~~Officer~~strategies ofin ~~RagingWire~~a ~~Data~~wide ~~Centers,~~range anof ~~NTT~~industries. ~~communications~~In ~~company~~addition, ~~where~~from heDecember ~~was~~2011 ~~responsible~~to February ~~for~~2017, ~~critical~~Mr. ~~facilities~~Campbell ~~engineering, design,~~was ~~construction,~~the ~~and~~Chief ~~data~~Executive ~~center~~Officer ~~operations~~and ~~from~~a ~~2016-2018.~~director ~~Prior~~of ~~to RagingWire~~NXChain, MrInc., ~~Stone~~a ~~served~~publicly-traded asstart-up ~~Vice~~shell company ~~President~~in ofthe ~~Global~~cryptocurrency ~~Data Center~~business ~~Operations~~that ~~for~~was ~~CenturyLink~~a ~~Communications,~~successor ~~responsible~~to ~~for~~AgriVest 58Americas ~~data~~Inc., ~~centers~~a ~~around~~publicly-traded ~~the~~start-up ~~world~~shell ~~and~~company athat sought ~~global~~to ~~team~~acquire ofcattle ~~600+~~ranches ~~people~~in ~~from 2011to~~Brazil ~~2016.~~for ~~Prior~~conversion to ~~CenturyLink,~~soybean farms. Mr. ~~Stone~~Campbell ~~was~~spent ~~Group~~the ~~Operations~~first ~~Director~~20 atyears ~~Global~~of ~~Switch~~his career in the ~~London,~~high-tech ~~one~~industry ofcreating ~~the~~and ~~largest~~operating ~~wholesale~~various ~~data center~~companies ~~providers~~that inincluded ~~Europe~~a ~~and~~computer ~~Asia.~~retailing ~~Mr.~~operation, ~~Stone~~data-storage peripheral ~~spent~~company ~~nine~~with ~~years~~three atcomputer ~~Microsoft~~disk-drive ~~where~~manufacturing hecompanies ~~was~~through ~~responsible~~joint ~~for~~ventures ~~all~~with ~~North~~the ~~America~~Russian, ~~data~~Chinese ~~center~~and ~~operations.~~Spanish ~~Earlier~~governments, ina ~~his~~specialized ~~career,~~call-center ~~Mr.~~company ~~Stone~~for ~~built-out~~telco ~~two~~broadband ~~state-of-the-art~~provisioning ~~data~~and ~~centers~~an inonline ~~Silicon~~broadband ~~Valley~~services ~~(Santa~~ordering and ~~Clara)~~order ~~for~~aggregation ~~Cable~~company ~~& Wireless~~with ~~Communications~~the Regional Bell Operating Companies.

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.

1614

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~~is ~~spent~~formally ~~more~~trained ~~than 20 years~~ as a ~~self-employed IT and~~ network ~~specialist~~engineer and inhas ~~2017 became an executive producer of independent films. Mr. Fontenot is~~ a ~~technology~~multidisciplinary ~~enthusiast~~background ~~and film~~spanning ~~producer~~biotechnology, ~~that~~digital ~~manages a 5013c foundation dedicated to (i) educating the public on the history of video~~infrastructure, ~~arcade,~~ and ~~computer gaming~~nonprofit -governance. ~~including~~He ~~the~~currently ~~technical~~serves ~~aspects~~on ~~and~~ the ~~impact~~board ofor ~~games~~directors onof ~~society;~~several ~~(ii)~~biotechnology ~~fostering~~companies ~~public~~and ~~interest~~a innonprofit ~~software~~organization ~~development~~bringing ~~and~~a ~~gaming~~balanced ~~hardware~~perspective toacross ~~enable~~regulated ~~technological~~science-driven ~~growth~~businesses, ~~and~~capital-intensive ~~inspire~~technology ~~the next generation of developers~~platforms, and ~~(iii) developing public space for action sports’ recreation~~ mission-oriented ~~including mentoring youths and building programs designed to help bridge the gender gap in various action sports categories as well as underserved community members~~organizations.

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.

1715

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~~engaging 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~~business, 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~~ 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~~2025 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~~2025, except for the filing of a ~~late~~Report of Beneficial Ownership on Form 4 ~~filing~~ ~~for~~and ~~Michael~~an ~~Campbell.~~amendment Asto ofa ~~the~~previously-filed ~~date~~Report ofon ~~the~~Schedule 13D, ~~filing~~which ofwere ~~this~~filed ~~annual~~one ~~report~~day late by Chauncey Lennis Thompson, ~~such~~the ~~Form~~beneficial 4owner ~~filing~~of ~~has~~more ~~been made~~than 10% of our common stock.

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~~2025 and ~~2023~~2024. No compensation was paid to any other executive officer of our company during such periods.

1816

SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year		Salary ($)		~~Salary ($)~~		Bonus ($)		~~Bonus ($)~~		Stock Awards ($)		~~Stock Awards ($)~~		Option/Warrant Awards(5) ($)		~~Option/Warrant Awards(4) ($)~~		Non-Equity Incentive Plan Compensation ($)		~~Non-Equity Incentive Plan Compensation ($)~~		Nonqualified Deferred Compensation Earnings ($)		~~Nonqualified Deferred Compensation Earnings ($)~~		All Other Compensation ($)		~~All Other Compensation ($)~~	Total ($)		~~Total ($)~~
Michael Campbell	2025	~~2024~~		271,413		~~239,999~~		-		-		-		-		-		~~323,050~~		-		-		-		-		-		~~92,006~~	~~(1)~~271,413		~~655,055~~
Chief Executive Officer		2023				-				-								1,601,110				-				-				204,179	(1)		1,805,289
Chief Executive Officer(1)	2024			239,999				-								323,050				-				-				92,006	(2)		655,055
Joel D. Stone	2025	~~2024~~		181,241		~~225,000~~		-		-		-		-		-		~~786,092~~		-		-		-		-		-		-	181,241		~~1,011,092~~
President and Chief Operating Officer(2)		2023				187,500				-				-				409,968				-				-				38,396			635,864
President and Chief Operating Officer(3)	2024			225,000				-				-				786,092				-				-				-			1,011,092
Dean S. Skupen	2025	~~2024~~		-		-		-		-		-		-		-		-		-		-		-		-		60,000	(4)	~~60,000~~	~~(3)~~60,000		~~60,000~~
Chief Financial Officer	2024	~~2023~~		-		-		-		-		-		-		-		-		-		-		-		-		60,000	(4)	~~60,000~~	~~(3)~~60,000		~~60,000~~

	(1)	~~Represented amounts earned by~~ Mr. Campbell asresigned ahis ~~consultant~~office toas our ~~company.~~Chief ~~Mr.~~Executive ~~Campbell~~Officer and became anour ~~employee~~Senior ofVice ~~our~~President, ~~company~~Corporate Development in March ~~2024~~2026.
	(2)	Represented amounts earned by Mr. ~~Stone~~Campbell ~~became~~as a consultant to our ~~President~~company. ~~and~~Mr. ~~Chief~~Campbell ~~Operating~~became ~~Officer~~an onemployee ~~March~~of ~~28,~~our ~~2023~~company in March 2024.
	(3)	~~Represents~~Mr. ~~amounts~~Stone ~~earned~~became byour MrChief Executive Officer in March 2026. ~~Skupen~~Previously, ~~under~~he ~~his~~had ~~consulting~~been ~~agreement~~our President and Chief Operating Officer.
	(4)	~~Reflects~~Represents 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~~earned ~~the accounting cost for these stock options and do not reflect the actual economic value that may be realized~~ by ~~the~~Mr. ~~named~~Skupen ~~executive~~under ~~officer~~his ~~upon~~consulting ~~the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options~~agreement.
	(5)	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, 2025 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~~ 19March 27, ~~2023~~2026, we entered into an Employment Agreement dated as of ~~June~~March 1927, ~~2023~~2026 (the “Employment Agreement”) with Joel D. Stone, to serve as our Chairman and Chief Executive Officer. Prior to entering in the Employment Agreement, Mr. Stone had been 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~~300,000, which amount may be increased upon our reaching certain benchmarks described in the Employment Agreement, as determined in our sole discretion; (ii) an ~~initial~~additional option grant of seven-year fully-vested options to purchase 2,~~500~~000,000 shares of our common stock for a purchase price of $0.5049 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.

1917

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~~2025, 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)

~~(a)~~

(b)

~~(b)~~

(c)

~~(c)~~

2021 Equity compensation plan approved by security holders

86,~~204~~716,~~000~~500

0.9765

13,~~796~~283,~~000~~500

Equity compensation plans not approved by security holders

—

Total

86,~~204~~716,~~000~~500

0.9765

13,~~796~~283,~~000~~500

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. We intend to obtain the required stockholder approval by written consent in the second quarter of 2026. Employees, officers, directors ~~and~~ and consultants who provide services to us or one of our subsidiaries were eligible to receive awards under the Equity Plan. Awards ~~under~~ under the Equity Plan are issuable in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, ~~restricted~~ restricted stock, stock units and other forms of awards including cash awards.

As of December 31, ~~2024~~2025, 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.

2018

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.

2119

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.

2220

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~~2025.

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~~2025.

2321

	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~~333,~~667~~333		~~333~~166,~~333~~667		0.54	12/6/2030		-		-
Michael Campbell (3)				500,000		0.54	12/6/2030		-		-
Joel D. Stone (2)		~~166~~333,~~667~~333		~~333~~166,~~333~~667		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~~400,000		~~400~~200,000		0.54	6/19/2030		-		-
Joel D. Stone (5)		~~216~~433,~~666~~334		~~433~~216,~~334~~668		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 1^st anniversary of grant date, one third on the 2^nd 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 1^st anniversary of grant date, one third on the 2^nd 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~~2025.

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.

2422

Cash Compensation. We did not pay any cash compensation to our directors during the ~~year~~years ended December 31, 2025 or 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~~2025. 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 1516, ~~2025~~2026, 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	%
Officers and Directors
Joel Stone(3)		583,333		1.6	%
Michael Campbell(2)		13,233,333		44.0	%
Dean Skupen(4)		325,000		0.9	%
Joel Stone(3)		1,166,667		4.3	%
Steven Shum(5)		565,010		1.6	%
Dean Skupen(4)		325,000		1.3	%
Sean Fontenot(6)		14,283,263		39.5	%
Steven Shum(5)		565,010		2.2	%
All executive officers and directors as a group
Sean Fontenot(6)		-		-
(5 persons)		28,823,273		79.8	%
All executive officers and directors as a group (5 Persons)		15,290,010		48.3	%
10% Stockholder
SFO IDF, LLC(7)		17,783,263		39.7	%

(1) As of March 1516, 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.

2523

(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~~333,~~667~~333 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~~1,~~333~~166,667 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~~Does ~~(i)~~not ~~9,074,386~~include shares of common stock beneficially owned ~~of record~~ by ~~Nanosha~~SFO IDF LLC, a ~~company~~single ~~controlled~~member bylimited ~~Sean~~liability ~~Fortenot,~~company ~~(ii) currently exercisable warrants to purchase 4,458,877 shares of common stock~~ owned ofand ~~record~~controlled by ~~Nanosha~~a ~~LLC,~~trust ~~and~~established ~~(iii)~~for ~~currently-exercisable~~the ~~stock~~benefit ~~options~~of tocertain ~~purchase~~family ~~750,000~~members ~~shares~~ of ~~common stock owned by Nanosha LLC~~Mr. ~~The~~Fontenot, ~~address~~the trustee of ~~Nanosha~~which ~~Investments LLC~~ is ~~1202~~independent ~~Walnut~~and ~~Avenue,~~not ~~Long~~affiliated ~~Beach,~~with CAMr. ~~90813~~Fontenot. Mr. Fontenot has ~~sole~~no voting ~~and~~or investment power over the securities held by ~~Nanosha~~SFO ~~Investments,~~IDF LLC and disclaims beneficial ownership of such securities.
(7)	Represents (i) 9,074,386 shares of common stock owned of record, (ii) currently exercisable warrants to purchase 7,958,877 shares of common stock, and (iii) currently exercisable stock options to purchase 750,000 shares of common stock.

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~~2025 and ~~2023~~2024, since December 31, ~~2024~~2025, 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.

2624

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~~On April 1422, 2025, SFO IDF LLC, a company owned and controlled by a trust established for the benefit of certain family members of Mr. ~~Principal~~Fontenot, the ~~Accountant~~trustees ~~Fees~~of ~~And~~which ~~Services~~are independent and not affiliated with Mr. Fontenot (“SFO IDF”), made a loan to us in the amount of $250,000 in consideration for which we issued to SFO IDF a promissory note in the principal amount of $250,000 that bears interest at the rate of 10% per annum and originally matured on August 31, 2026 and a five-year warrant to purchase up to 500,000 shares of common stock with an exercise price of $0.49 per share. In connection with such loan, we also agreed to reduce the exercise price of the warrant issued to Nanosha on December 15, 2024 from $2.00 per share to $0.49 per share.

On July 22, 2025, SFO IDF made a loan to us in the amount of $500,000 in consideration for which we issued to SFO IDF a promissory note in the principal amount of $500,000 that bears interest at the rate of 10% per annum and originally matured on January 31, 2026 and a five-year warrant to purchase up to 2,000,000 shares of common stock with an exercise price of $0.50 per share. In connection with such loan, SFO IDF also agreed to extend the maturity date of the promissory note we issued to SFO IDF on April 22, 2025 from August 31, 2025 to January 31, 2026.

On December 15, 2025, SFO IDF made a loan to us in the amount of $250,000 in consideration for which we issued to SFO IDF a promissory note in the principal amount of $250,000 that bears interest at the rate of 10% per annum and matures on June 30, 2026 and a five-year warrant to purchase up to 1,000,000 shares of common stock with an initial exercise price of $0.50 per share. In connection with such loan, SFO IDF also agreed to extend the maturity dates of the promissory notes we issued to SFO IDF on April 22, 2025 and July 22, 2025 from January 31, 2026 to June 30, 2026.

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~~2025 and ~~2023~~2024, 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
	2025		2024
Audit Fees and Audit Related Fees	$	4572,~~000~~500	$	45,000
Tax Fees		-		-
All Other Fees		-		-
Total	$	4572,~~000~~500	$	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.

2725

PART IV

Item.15.

Exhibits, Financial Statement Schedules.

Exhibit
Number		Description
3.1		Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report of Form 10-Q filed on May 15, 2024).
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on July 19, 2013).
4.1		Description of Registered Securities (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K filed on April 2, 2025)
10.1		2021 Equity Incentive Plan (incorporated by reference to Exhibit Annex A to our Schedule 14C Information Statement filed on October 21, 2021).
10.2		Consulting Agreement dated as of October 10, 2018 between CalEthos, Inc. and DSS Consulting Corporation (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K filed on March 31, 2022).
10.3		Employment Agreement dated as of ~~June~~March 1927, ~~2023~~2026 between CalEthos, Inc. and Joel Stone ~~(incorporated by reference to Exhibit 10~~.~~1 to our Current Report on Form 8-K filed on June 27, 2023).~~
10.4		Warrant dated ~~December~~November 628, 2023 of CalEthos issued to M1 Advisors LLC (incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K filed on April 2, 2025).
10.5		Warrant dated February 12, 2024 of CalEthos, Inc. issued to Nanosha Investments LLC. (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K filed on April 9, 2024.
10.6		Warrant dated December 15, 2024 of CalEthos, Inc. issued to Nanosha Investments LLC (incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K filed on April 2, 2025).
10.7		Warrant dated April 22, 2025 of CalEthos, Inc. issued to SFO IDF LLC
10.8		Warrant dated July 22, 2025 of CalEthos, Inc. issued to SFO IDF LLC
10.9		Warrant dated December 15, 2025 of CalEthos Inc. issued to SFO IDF LLC
14		Code of Conduct and Ethics of CalEthos Inc. (incorporated by reference to Exhibit 14 to our Annual Report on Form 10-K filed on March 31, 2022).
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
101.ins**		Inline XBRL Instance Document
101.xsd**		Inline XBRL Taxonomy Extension Schema Document
101.cal**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.def**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.lab**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.pre**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
**		Furnished. Not filed. Not incorporated by reference. Not subject to liability.
***		A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

2826

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~~31st day of ~~April~~March ~~2025~~2026.

CalEthos, Inc. By: /s/ ~~Michael~~Joel ~~Campbell~~D. Stone Name: ~~Michael~~Joel ~~Campbell~~D. Stone 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
/s/ Joel D. Stone	Chief Executive Officer and Director	March 31, 2026
Michael Campbell	(Principal Executive Officer)
Joel D. Stone	(Principal Executive Officer)
/s/ Dean S. Skupen	Chief Financial Officer	~~April~~March 131, ~~2025~~2026
Dean S. Skupen	(Principal Accounting Officer)
/s/ Sean Fontenot	Director	April 1, 2025
/s/ Michael Campbell	Director	March 31, 2026
Sean Fontenot	(Director)
Michael Campbell
/s/ Steven Shum	Director	April 1, 2025
/s/ Sean Fontenot	Director	March 31, 2026
Steven Shum	(Director)
Sean Fontenot
/s/ Steven Shum	Director	March 31, 2026
Steven Shum

2927

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

	Page
Report of Independent Registered Public Accounting Firm (PCAOB 587); RBSM LLP	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023	F-4
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023	F-5
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	F-6
Notes to Consolidated Financial Statements	F-7

F-1

~~REPORT~~805 OFThird ~~INDEPENDENT~~Avenue ~~REGISTERED PUBLIC~~New ~~ACCOUNTING~~York, ~~FIRM~~NY 10022 Tel. 212.838.5100 Fax 212.838.2676 www.rbsmllp.com

ToREPORT OF ~~the~~INDEPENDENT ~~Board~~REGISTERED ofPUBLIC ~~Directors~~ACCOUNTING ~~and Stockholders of~~FIRM

~~CalEthos,~~To the ~~Inc.~~Board of Directors and Stockholders of

~~Opinion on the Financial~~CalEthos, ~~Statements~~Inc.

~~We have audited the accompanying consolidated balance sheets of CalEthos Inc., (the “Company”) as of December 31, 2024 and~~Opinion ~~2023,~~on the ~~related~~Financial 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.Statements

~~The~~We have audited the accompanying consolidated balance sheets of CalEthos, Inc., (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’s ~~Ability~~equity and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes and schedules (collectively referred to ~~Continue~~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 aof ~~Going~~December ~~Concern~~31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

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~~Ability to ~~continue~~Continue as a ~~going~~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.Concern

~~Basis~~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 ~~Opinion~~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.

~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the~~Basis ~~Company’s~~for 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.Opinion

WeThese ~~conducted~~financial ~~our~~statements ~~audits~~are ~~in accordance with~~ the ~~standards~~responsibility of the ~~PCAOB~~Company’s management. ~~Those~~Our ~~standards~~responsibility ~~require~~is ~~that we plan and perform the audit~~ to ~~obtain reasonable~~express ~~assurance~~an ~~about~~opinion ~~whether~~on the Company’s financial statements ~~are~~based ~~free~~on ofour ~~material~~audits. ~~misstatement,~~We ~~whether~~are ~~due~~a ~~to error or fraud. The Company~~public isaccounting ~~not~~firm ~~required~~registered towith ~~have,~~the ~~nor~~Public ~~were~~Company weAccounting ~~engaged~~Oversight toBoard ~~perform,~~(United anStates) ~~audit~~(“PCAOB”) ofand ~~its internal control over financial reporting. As part of our audits, we~~ are required to be ~~obtain~~independent anwith ~~understanding~~respect ofto ~~internal~~the ~~control~~Company ~~over~~in ~~financial~~accordance ~~reporting,~~with ~~but not for~~ the ~~purpose~~U.S. offederal ~~expressing~~securities anlaws ~~opinion on~~and the ~~effectiveness~~applicable rules and regulations of the ~~Company’s~~Securities ~~internal~~and ~~control~~Exchange ~~over~~Commission ~~financial~~and ~~reporting.~~the ~~Accordingly, we express no such opinion~~PCAOB.

~~Our~~We ~~audits~~conducted ~~included~~our ~~performing~~audits ~~procedures~~in toaccordance ~~assess~~with the ~~risks~~standards of ~~material~~the ~~misstatement~~PCAOB. Those ofstandards 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,. ~~and~~The ~~performing~~Company ~~procedures~~is ~~that~~not ~~respond~~required to ~~those~~have, ~~risks.~~nor ~~Such~~were ~~procedures~~we ~~included~~engaged ~~examining,~~to ~~on a test basis~~perform, ~~evidence~~an ~~regarding~~audit ~~the~~of ~~amounts~~its ~~and~~internal ~~disclosures~~control inover ~~the~~ financial ~~statements~~reporting. ~~Our~~As part of our audits, ~~also~~we ~~included~~are ~~evaluating~~required ~~the~~to ~~accounting~~obtain ~~principles~~an ~~used~~understanding ~~and~~of ~~significant~~internal control ~~estimates~~over ~~made~~financial ~~by management~~reporting, asbut ~~well~~not asfor ~~evaluating~~ the ~~overall~~purpose ~~presentation~~ of ~~the~~expressing ~~financial~~an ~~statements.~~opinion Weon ~~believe~~the ~~that~~effectiveness ~~our~~of ~~audits~~the ~~provide~~Company’s internal control aover ~~reasonable~~financial ~~basis~~reporting. ~~for~~Accordingly, ~~our~~we express no such opinion.

~~Critical~~Our audits included performing procedures to assess the risks of material ~~Audit~~misstatement ~~Matters~~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.

~~The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required~~Critical toAudit 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.Matters

~~/s/~~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 ~~LLP~~determined there were no CAM’s for the audit of the year ended December 31, 2025.

~~We have served as the Company’~~/s/ ~~auditor~~RBSM ~~since 2018.~~LLP

~~New~~We have ~~York,~~served NYas the Company’s auditor since 2018.

~~April 1~~New York, ~~2025~~NY

~~PCAOB~~March ID31, ~~No. 587~~2026

~~F-2~~PCAOB ID No. 587

~~CalEthos, Inc.~~F-2

~~Consolidated~~CalEthos, ~~Balance Sheets~~Inc.

AsConsolidated ofBalance ~~December 31,~~Sheets

	2024			2023
Assets
Current assets
Cash and cash equivalents	$	286,000		$	308,000
Prepaid and other current expenses		10,000			10,000
Total current assets		296,000			318,000
Data center Campus costs		5,849,000			2,262,000
Total assets	$	6,145,000		$	2,580,000
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	504,000		$	670,000
Convertible promissory notes, net		-			341,000
Notes payable, net of discount		11,000			11,000
Total current liabilities		515,000			1,022,000
Convertible debentures, net		1,313,000			-
Total liabilities		1,828,000			1,022,000
Stockholders’ equity
Series A convertible preferred stock, par value $0.001, 3,600,000 shares authorized; no shares issued and outstanding		-			-
Preferred stock, par value $0.001, 100,000,000 shares authorized, no shares issued and outstanding		-			-
Preferred stock, value		-			-
Common stock par value $0.001: 100,000,000 shares authorized; 25,730,540 and 24,345,598 shares issued and outstanding		26,000			24,000
Additional paid-in capital		36,153,000			20,807,000
Other comprehensive income		9,000			9,000
Stock subscription receivable		(1,000	)		(2,000	)
Accumulated deficit		(31,870,000	)		(19,280,000	)
Total stockholders’ equity		4,317,000			1,558,000
Total liabilities and stockholders’ equity	$	6,145,000		$	2,580,000

As of December 31,

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

	2025			2024

Assets
Current assets
Cash and cash equivalents	$	287,000		$	286,000
Prepaid and other current expenses		8,000			10,000
Total current assets		295,000			296,000
Data center campus costs		-			5,849,000
Total assets	$	295,000		$	6,145,000

Liabilities and stockholders’ (deficit) equity
Current liabilities
Accounts payable and accrued expenses	$	775,000		$	504,000
Notes payable – related parties, net		739,000			11,000
Convertible debentures, net		1,581,000			-
Total current liabilities		3,095,000			515,000

Convertible debentures, net		-			1,313,000
Total liabilities		3,095,000			1,828,000

Stockholders’ (deficit) equity
Common stock par value $0.001: 100,000,000 shares authorized; 25,730,540 and 25,730,540 shares issued and outstanding		26,000			26,000
Additional paid-in capital		35,543,000			36,153,000
Other comprehensive income		-			9,000
Stock subscription receivable		(1,000	)		(1,000	)
Accumulated deficit		(38,368,000	)		(31,870,000	)
Total stockholders’ (deficit) equity		(2,800,000	)		4,317,000

Total liabilities and stockholders’ (deficit) equity	$	295,000		$	6,145,000

~~F-3~~The accompanying notes are an integral part of these consolidated financial statements.

~~CalEthos, Inc.~~F-3

~~Consolidated~~CalEthos, ~~Statements of Operations and Comprehensive Loss~~Inc.

~~For~~Consolidated ~~the~~Statements ~~Years~~of ~~Ended~~Operations ~~December~~and ~~31.~~Comprehensive Loss

	2024			2023
Revenues	$	-		$	-
Operating Expenses
Professional fees		386,000			344,000
Equity-based compensation		369,000			3,032,000
General and administrative expenses		49,000			38,000
Data center campus cost - abandonment		344,000			-
Payroll and related expense		259,000			51,000
Total operating expenses		1,407,000			3,465,000
Loss from operations		(1,407,000	)		(3,465,000	)
Other income (expenses)
Interest income		12,000			50,000
Financing costs		(12,000	)		(252,000	)
Financing costs – related party		(2,398,000	)		-
Gain on settlement of accounts payable		-			23,000
Loss on extinguishment of notes payable – related party		(2,317,000	)		-
Loss on extinguishment of convertible promissory notes		(6,468,000	)		(986,000	)
Total other expenses		(11,183,000	)		(1,165,000	)
Loss before provision for income taxes		(12,590,000	)		(4,630,000	)
Provision for income taxes		-			-
Net loss		(12,590,000	)		(4,630,000	)
Net loss per share - Basic and Diluted		(0.50	)		(0.24	)
Weighted Average common shares outstanding - Basic and Diluted		25,152,137			19,157,230
Comprehensive (loss) income
Net loss		(12,590,000	)		(4,630,000	)
Foreign currency translation gain		-			4,000
Comprehensive loss	$	(12,590,000	)	$	(4,626,000	)

For the Years Ended December 31,

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

	2025			2024
Revenues	$	-		$	-

Operating Expenses
Professional fees		340,000			386,000
Equity-based compensation		80,000			369,000
General and administrative expenses		52,000			49,000
Payroll and related expense		583,000			259,000
Total operating expenses		1,055,000			1,063,000

Loss from operations		(1,055,000	)		(1,063,000	)

Other income (expenses)
Interest income		5,000			12,000
Financing costs		(186,000	)		(12000	)
Financing costs – related party		(676,000	)		(2,398,000	)
Abandoned of development project cost		(4,594,000	)		(344,000	)
Gain from closure of foreign subsidiary		8,000			-
Loss on extinguishment of notes payable – related party		-			(2,317,000	)
Loss on extinguishment of convertible promissory notes		-			(6,468,000	)
Total other expenses		(5,443,000	)		(11,527,000	)

Loss before provision for income taxes		(6,498,000	)		(12,590,000	)
Provision for income taxes		-			-

Net loss		(6,498,000	)		(12,590,000	)

Net loss per share - Basic and Diluted	$	(0.25	)	$	(0.50	)

Weighted Average common shares outstanding - Basic and Diluted		25,730,540			25,152,137

Comprehensive (loss) income
Net loss		(6,498,000	)		(12,590,000	)
Foreign currency translation loss		(9,000	)		-
Comprehensive loss	$	(6,507,000	)	$	(12,590,000	)

~~F-4~~The accompanying notes are an integral part of these consolidated financial statements.

~~CalEthos, Inc.~~F-4

~~Consolidated Statements of Stockholders’ Equity~~CalEthos, Inc.

~~For~~Consolidated ~~the~~Statements ~~Years~~of ~~Ended~~Stockholders’ ~~December~~(Deficit) ~~31, 2024 and 2023~~Equity

	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Receivable			Income		Deficit			equity
	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		-	$	-		-	$	-		24,495,621		$	24,000		$	11,480,000	$	(2,000	)	$	5,000	$	(14,650,000	)	$	(3,143,000	)
Cancellation of shares		-		-		-		-		(10,000,000	)		(10,000	)		10,000		-			-		-			-
Shares issued for extinguishment of convertible debentures		-		-		-		-		9,849,977			10,000			5,949,000		-			-		-			5,959,000
Equity-based compensation		-		-		-		-		-			-			3,368,000		-			-		-			3,368,000
Foreign currency translation income (loss)		-		-		-		-		-			-			-		-			4,000		-			4,000
Net loss		-		-		-		-		-			-			-		-			-		(4,630,000	)		(4,630,000	)
Balance December 31, 2023		-		-		-		-		24,345,598			24,000			20,807,000		(2,000	)		9,000		(19,280,000	)		1,558,000
Balance		-		-		-		-		24,345,598			24,000			20,807,000		(2,000	)		9,000		(19,280,000	)		1,558,000
Shares issued for extinguishment of Convertible Debentures and accrued interest										884,942			1,000			6,927,000		-			-		-			6,928,000
Warrants issued for note payable extension		-		-		-		-		-			-			2,355,000		-			-		-			2,355,000
Shares issued for extinguishment of notes payable		-		-		-		-		500,000			1,000			874,000		-			-		-			875,000
Warrants issued for extinguishment of notes payable		-		-		-		-		-			-			2,441,000		-			-		-			2,441,000
Proceeds for stock subscription receivable		-		-		-		-		-			-			-		1,000			-		-			1,000
Equity-based compensation		-		-		-		-		-			-			2,749,000		-			-		-			2,749,000
Net loss		-		-		-		-		-			-			-		-			-		(12,590,000	)		(12,590,000	)
Balance December 31, 2024		-	$	-		-	$	-		25,730,540		$	26,000		$	36,153,000	$	(1,000	)	$	9,000	$	(31,870,000	)	$	4,317,000
Balance		-	$	-		-	$	-		25,730,540		$	26,000		$	36,153,000	$	(1,000	)	$	9,000	$	(31,870,000	)	$	4,317,000

For the Years Ended December 31, 2025 and 2024

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

	Shares		Amount		Capital			Receivable			Income			Deficit			equity
	Common Stock				Additional Paid-in			Stock Subscription			Other Comprehensive			Accumulated			Total Stockholders’ (deficit)
	Shares		Amount		Capital			Receivable			Income			Deficit			equity
Balance, December 31, 2023	24,345,598	$	24,000	$	20,807,000		$	(2,000	)	$	9,000		$	(19,280,000	)	$	1,558,000
Shares issued for extinguishment of debt Convertible Debentures	884,942		1,000		6,927,000			-			-			-			6,928,000
Warrants issued for note payable extension	-		-		2,355,000			-			-			-			2,355,000
Shares issued for extinguishment of notes payable	500,000		1,000		874,000			-			-			-			875,000
Warrants issued for extinguishment of notes payable	-		-		2,441,000			-			-			-			2,441,000
Proceeds for stock subscription receivable	-		-		-			1,000			-			-			1,000
Equity-based compensation	-		-		2,749,000			-			-			-			2,749,000
Net loss	-		-		-			-			-			(12,590,000	)		(12,590,000	)
Balance December 31, 2024	25,730,540		26,000		36,153,000			(1,000	)		9,000			(31,870,000	)		4,317,000
Balance	25,730,540		26,000		36,153,000			(1,000	)		9,000			(31,870,000	)		4,317,000
Equity-based compensation capitalized	-		-		427,000			-			-			-			427,000
Reversal of capitalized equity-based compensation	-		-		(2,022,000	)		-			-			-			(2,022,000	)
Equity-based compensation expensed	-		-		316,000			-			-			-			316,000
Reversal of current year equity-based compensation	-		-		(236,000	)		-			-			-			(236,000	)
Warrants issued to note payable - related party	-		-		885,000			-			-			-			885,000
Foreign currency translation loss	-		-					-			(9,000	)		-			(9,000	)
Warrant repricing with financing – related party	-		-		20,000			-			-			-			20,000
Net loss	-		-		-			-			-			(6,498,000	)		(6,498,000	)
Balance December 31, 2025	25,730,540	$	26,000	$	35,543,000		$	(1,000	)	$	-		$	(38,368,000	)	$	(2,800,000	)
Balance	25,730,540	$	26,000	$	35,543,000		$	(1,000	)	$	-		$	(38,368,000	)	$	(2,800,000	)

~~F-5~~The accompanying notes are an integral part of these consolidated financial statements.

~~CalEthos, Inc.~~F-5

~~Consolidated~~CalEthos, ~~Statements of Cashflow~~Inc.

~~For~~Consolidated ~~the~~Statements ~~Years~~of ~~Ended December 31,~~Cashflow

	2024			2023
Cash Flows From Operating Activities
Net loss	$	(12,590,000	)	$	(4,630,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of note payable discounts		2,355,000			-
Amortization of debt issuance cost		9,000			-
Fair value of equity-based compensation		369,000			3,032,000
Gain on settlement of accounts payable		-			(23,000	)
Loss on extinguishment of notes payable – related party		2,317,000			-
Loss on extinguishment of debt		6,468,000			986,000
Write off of development cost		344,000			-
Changes in operating assets and liabilities
Prepaid expenses and other current assets		-			(6,000	)
Accounts payable and accrued expenses		(131,000	)		606,000
Net Cash Used in Operating Activities		(859,000	)		(35,000	)
Cash Flows From Investing Activities
Date center campus development cost		(1,467,000	)		(1,730,000	)
Net Cash Used in Investing Activities		(1,467,000	)		(1,730,000	)
Cash Flows From Financing Activities
Cash proceeds from issuance of convertible debentures		1,410,000			-
Cost for issuance of convertible debentures		(106,000	)		-
Proceeds from stock subscription receivable		1,000			-
Cash proceeds for issuances of notes payable		1,000,000			-
Net Cash Provided by Financing Activities		2,305,000			-
Effect of exchange rate changes on cash and cash equivalents		(1,000	)		6,000
Net decrease in cash and cash equivalents		(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
Supplemental disclosure of cash flow information:
Cash paid for interest	$	100,000		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities
Common stock and warrants issued for extinguishment of notes payable	$	3,315,000		$	-
Note payable converted to equity	$	1,000,000		$	-
Capitalized interest – project development cost	$	81,000		$	203,000
Convertible debentures accrued interest converted to equity	$	459,000		$	4,974,000
Equity-based compensation capitalized	$	2,380,000		$	336,000

For the Year Ended December 31,

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

	2025			2024
Cash Flows From Operating Activities
Net loss	$	(6,498,000	)	$	(12,590,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Abandoned data center campus development costs		4,581,000			344,000
Gain from disposal of foreign subsidiary		(8,000	)		-
Loss on extinguishment of notes payable – related party		-			2,317,000
Amortization of note payable discounts – related party		613,000			2,355,000
Warrant repricing with financing – related party		20,000			-
Amortization of debt issuance cost		53,000			9,000
Fair value of equity-based compensation		80,000			369,000
Loss on extinguishment of debt		-			6,468,000
Changes in operating assets and liabilities
Prepaid expenses and other current assets		2,000			-
Accounts payable and accrued expenses		407,000			(131,000	)
Net cash used in operating activities		(750,000	)		(859,000	)

Cash Flows From Investing Activities
Date center campus development cost		(464,000	)		(1,467,000	)
Net cash used in investing activities		(464,000	)		(1,467,000	)

Cash Flows From Financing Activities
Cash proceeds from issuance of convertible debentures		225,000			1,410,000
Cost for issuance of convertible debentures		(10,000	)		(106,000	)
Proceeds from stock subscription receivable		-			1,000
Cash proceeds for issuances of notes payable		1,000,000			1,000,000
Net cash provided by financing activities		1,215,000			2,305,000

Effect of exchange rate changes on cash and cash equivalents		-			(1,000	)
Net decrease in cash and cash equivalents		1,000			(22,000	)
Cash and cash equivalents, beginning of period		286,000			308,000
Cash and cash equivalents, end of period	$	287,000		$	286,000

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	100,000
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities
Relative fair value of warrants issued with note payable	$	885,000		$	-
Capitalized interest – project development cost	$	-		$	81,000
Common stock and warrants issued for extinguishment of notes payable	$	-		$	3,315,000
Equity-based compensation capitalized	$	-		$	2,380,000
Convertible debentures accrued interest converted to equity	$	-		$	459,000
Equity-based compensation expensed	$	316,000		$	-
Recapture of equity-based compensation expensed	$	(236,000	)	$	-
Notes payable converted to equity – related party	$	-		$	1,000,000

~~F-6~~The accompanying notes are an integral part of these consolidated financial statements.

~~CalEthos, Inc.~~F-6

~~Notes~~CalEthos, ~~to the Consolidated Financial Statements~~Inc.

~~For~~Consolidated ~~the~~Financial ~~Years Ended December 31, 2024 and 2023~~Statements

~~Note~~For 1the –Year ~~Organization~~Ended ~~and~~December ~~Accounting~~31, ~~Policies~~2025 and 2024

~~ORGANIZATION~~Note 1 ~~AND~~– ~~ACCOUNTING~~Organization ~~POLICIES~~ and Accounting Policies

~~CalEthos, Inc.~~ ORGANIZATION ~~(the~~AND ~~“Company”~~ACCOUNTING ~~or “we”) was incorporated on March 20, 2002 under the laws of the State of Nevada.~~POLICIES

AsCalEthos, ofInc. ~~July 2022,~~ (the “Company’s” ~~board~~or ~~of directors resolved to focus exclusively on developing a clean-energy-powered data center (~~“~~Data Center Campus~~we”). Aswas ~~such,~~incorporated ~~the~~on ~~Company~~March ~~is implementing its plan to build aa large-scale~~20, ~~data~~2002 ~~center~~under ~~campus vertically integrated with onsite geothermal power production In addition,~~ the ~~Company~~laws ~~may acquire assets and all or part~~ of ~~other companies operating in~~ the ~~clean~~State ~~energy~~of ~~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~~Nevada.

~~Korean~~In ~~entity~~July 2022, the Company’s board of directors resolved to restructure the business of the Company to focus exclusively on the development of a large-scale data center campus, initially in Imperial County, California. In addition, the Company would consider the acquisition of assets or all or part of other companies operating in the clean energy or data center infrastructure industries or opportunities to invest in, or joint venture with, other more-established companies already in the industry that would add value to the Company’s business strategy.

OnAfter ~~November~~optioning 5,parcels ~~2021,~~of ~~AIQ~~land ~~System~~in ~~Inc.~~Imperial ~~(“AIQ”)~~County ~~was~~and ~~incorporated~~working with the Imperial County planning department and other local regulatory agencies in ~~Seoul,~~seeking ~~Republic~~zoning ofchanges ~~Korea.~~and ~~AIQ~~other isrequired ~~authorized~~regulatory toapprovals ~~issue~~required 3for ~~million~~the Company’s proposed data center campus, it became ~~shares~~evident ofby ~~common~~May ~~stock.~~2025 Atthat the ~~date~~Company’s timelines for the receipt of ~~incorporation,~~such ~~10,000~~approvals ~~shares~~would ~~were~~not ~~issued~~be tomet. Key factors driving the ~~Company~~delay included the need for ~~100,000,000~~additional ~~Korean~~environmental ~~Won~~studies, orunresolved ~~approximately $89~~community concerns,~~000,~~ ~~for~~and ~~100%~~delays ~~ownership~~in ofreceiving ~~AIQ~~several outstanding government approvals. As a result, the Company elected not to renew its purchase option on a 315-acres parcel of land in Imperial County when it expired in July ~~2022,~~2025 ~~AIQ~~and ~~was~~to ~~placed~~shift ~~into~~its adevelopment ~~dormant~~efforts ~~state~~to other locations in which the regulatory environment for data center development and the purchase of ~~operations~~available power may be more favorable and the timelines in which the Company may receive all required regulatory approvals may be shorter.

~~Basis~~In May 2025, the Company formed TerraVolt Infrastructure Inc. (“TerraVolt”), a wholly-owned subsidiary established to meet the demand for sustainable, baseload, powered land and infrastructure solutions for large-scale data centers development and end users. TerraVolt’s proposed solution is an Infrastructure-as-a-Service (IaaS) Platform that will integrate a portfolio of ~~Presentation~~grid and behind-the-meter power with construction-ready data center building sites that include utilities and fiber connectivity. TerraVolt plans to provide this turnkey solution to hyperscalers, colocation providers, and data center developers seeking to deploy new capacity faster than with traditional power generation and transmission.

The ~~accompanying~~Company ~~consolidated~~is ~~financial~~currently ~~statements~~focusing ~~have~~on ~~been~~properties ~~prepared~~in states in ~~accordance~~which ~~with~~onsite ~~accounting~~power ~~principles~~production ~~generally~~utilizing ~~accepted~~natural ingas ~~the United~~reciprocating ~~States~~engines ofand ~~America~~turbines are ~~(“GAAP”)~~allowed and ~~pursuant~~in towhich the ~~rules~~Company ~~and~~can ~~regulations~~acquire ofaccess ~~the~~to ~~Securities~~natural gas pipeline and ~~Exchange~~capacity ~~Commission~~for ~~(the “SEC”)~~delivery within a reasonable timeframe.

~~Principles~~Korean ~~of Consolidation~~Entity

~~The~~On ~~consolidated~~November ~~financial~~5, ~~statements~~2021, ~~include~~AIQ System Inc. (“AIQ”) was incorporated in Seoul, Republic of Korea. AIQ is authorized to issue 3 million shares of common stock. At the ~~accounts~~date of incorporation, 10,000 shares were issued to the Company ~~and~~for ~~its~~100,000,000 ~~wholly-owned~~Korean ~~subsidiary~~Won, ~~from~~or ~~the~~approximately $89,000, ~~formation~~for ~~date~~100% ownership of AIQ. ~~All~~As ~~material intercompany~~of ~~transactions~~July ~~and~~2022, ~~balances~~AIQ ~~have~~was ~~been~~placed ~~eliminated~~into ina ~~consolidation~~dormant state of operations. As of January 2025, AIQ had been dissolved.

~~Going~~Basis ~~Concern~~of ~~and Liquidity~~Presentation

The ~~Company~~accompanying ~~incurred~~consolidated afinancial ~~net~~statements ~~loss~~have ofbeen ~~approximately~~prepared ~~$12,590,000~~in ~~for~~accordance ~~the~~with ~~year~~accounting ~~ended~~principles ~~December~~generally ~~31,~~accepted ~~2024,~~in ~~had an accumulated deficit of approximately~~the ~~$31,870,000~~United asStates of ~~December~~America ~~31,~~(“GAAP”) ~~2024~~ and ~~had~~pursuant ~~no recurring revenue from operations. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects~~ to ~~incur~~the ~~additional~~rules ~~losses~~ and ~~cash~~regulations ~~outflows~~of in the ~~foreseeable~~ ~~future~~Securities inand ~~connection~~Exchange ~~with~~Commission ~~its operating activities. These conditions raise substantial doubt about~~ (the ~~Company’s ability~~ ~~to continue as a going concern for one year from the issuance of these consolidated financial statements~~“SEC”).

~~F-7~~Principles of Consolidation

The ~~Company’s~~ consolidated financial statements ~~have~~include ~~been~~the ~~presented~~accounts onof athe ~~going~~Company ~~concern~~and ~~basis,~~its ~~which~~wholly ~~contemplates~~owned ~~the~~subsidiary ~~realization~~from ~~of assets~~the ~~and~~formation ~~the~~date. ~~satisfaction~~All ofmaterial intercompany ~~liabilities~~transactions inand ~~the~~balances ~~normal~~have ~~course~~been ofeliminated ~~business~~in consolidation.

~~The~~Going ~~Company~~Concern ~~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.Liquidity

The Company ~~will~~incurred ~~need~~a tonet ~~raise~~loss ~~debt~~of orapproximately ~~equity financing in the future in order to continue its operations and achieve its growth targets. However~~$6, ~~there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms~~498,000 ~~when~~for ~~and if needed, or at all. The precise amount and timing of~~ the ~~funding~~year ~~needs~~ended ~~cannot~~December ~~be determined accurately at this time~~31, ~~and will depend on a number~~ ~~of factors~~2025, ~~including~~had ~~the~~an ~~development~~accumulated deficit of ~~the~~approximately ~~Company’s data center campus~~$38, ~~approvals for construction permits~~368,000 ~~construction~~as ~~times, delivery~~ of ~~critical~~December ~~equipment~~31, ~~market~~2025 ~~demand~~and ~~for~~had ~~the~~no ~~Company’s~~recurring ~~wholesale~~revenue ~~colocation~~from ~~data~~operations. ~~center services, the timing of customer~~The ~~commitments~~Company ~~for~~has ~~data~~financed ~~center~~its ~~space,~~activities ~~the~~principally ~~management~~through ofdebt ~~working capital,~~ and ~~payment~~equity ~~terms~~financing and ~~conditions~~shareholder ~~for~~contributions. ~~purchase~~Management ofexpects ~~the Company’s~~to ~~services.~~incur ~~The~~additional ~~Company~~losses ~~believes its cash balances~~ and cash ~~flow~~outflows ~~from~~in ~~operations~~the ~~will~~foreseeable ~~not~~future bein ~~sufficient~~connection towith ~~fund~~ its ~~operations~~operating ~~and growth for the next twelve months from the issuance date of these financial statements~~activities. IfThese ~~the~~conditions ~~Company is unable to~~ raise ~~additional funding~~ ~~from~~substantial ~~investors~~doubt orabout ~~through~~the ~~other~~Company’s ~~avenues,~~ability ~~it may not be able~~ to continue as a going concern. ~~The~~for ~~accompanying~~one ~~consolidated~~year ~~financial statements~~from ~~do not include any adjustments that might be necessary if~~ the ~~Company~~issuance isof ~~unable~~these toconsolidated financial ~~continue as a going concern~~statements.

~~Segment~~The Company’s ~~Reporting~~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 adopted FASB issued ASU 2023~~F-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.7

~~Since~~The Company ~~the~~is ~~Company~~subject ~~operates~~to asa ~~one~~number ~~reportable~~of ~~segment~~risks similar to those of other similar stage companies, ~~all~~ ~~financial~~including ~~information~~dependence ~~required~~on bykey ~~“Segment~~individuals; ~~Reporting”~~successful development, ~~can~~marketing beand ~~found~~branding inof services; the ~~accompanying~~uncertainty ~~consolidated~~of ~~financial~~product ~~statements. The~~development ~~CODM~~and ~~does~~generation ~~not~~of ~~review~~revenues; ~~segment~~dependence ~~assets~~on atoutside sources aof ~~level~~financing; ~~other~~risks ~~than~~associated ~~that~~with ~~presented~~research inand ~~the~~development; ~~Company’s~~dependence ~~consolidated~~on ~~balance~~third-party ~~sheets.~~suppliers ~~There~~and collaborators; protection ~~are~~of nointellectual ~~intra~~property; and competition with larger, better-~~entity~~capitalized ~~sales~~companies. orUltimately, ~~transfers~~the attainment of profitable operations is dependent on future events, including locating and nocontracting ~~significant~~to ~~expense~~purchase ~~categories~~suitable ~~regularly~~real ~~provided~~estate with access to gas pipelines or other suitable power sources, contracting for the ~~CODM~~purchase ~~beyond~~of ~~those~~natural ~~disclosed~~gas inor otherwise obtaining the necessary power for the development of a data center, obtaining adequate financing to fund the ~~Consolidated~~Company’s ~~Statements~~operations and generating a level of ~~Operations~~revenues adequate to support the Company’s cost structure.

~~Use~~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 ~~Estimates~~the funding needs cannot be determined accurately at this time 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.

~~The~~Segment 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.Reporting

~~Foreign~~The ~~Currency~~Company’s ~~Translation~~chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The Company operates as one operating segment and uses net income or loss as measures of profit or loss on a consolidated basis in making decisions regarding the allocation of capital resources and performance assessment. Additionally, the Company’s CODM regularly reviews the Company’s expenses on a consolidated basis. The financial metrics used by the CODM help make key operating decisions, such as determination of the use of capital resources for data center development and general and administrative expenses.

~~The~~Since ~~financial~~the ~~statements~~Company ofoperates ~~foreign~~as ~~subsidiaries,~~one ~~for~~reportable ~~which~~segment, ~~the~~all ~~functional~~financial ~~currency~~information isrequired ~~the~~by ~~local~~“Segment ~~currency,~~Reporting” ~~are~~can ~~translated~~be ~~into~~found ~~U.S. dollars~~in ~~using~~ the ~~exchange~~accompanying ~~rate~~consolidated atfinancial ~~the~~statements. ~~consolidated~~The ~~balance~~CODM ~~sheet~~does ~~date~~not ~~for~~review segment assets ~~and~~at ~~liabilities and~~ a ~~weighted-average~~level ~~exchange~~other ~~rate during~~than ~~the~~that ~~year~~presented ~~for~~in ~~revenue,~~the ~~expenses,~~Company’s ~~gains~~consolidated ~~and~~balance ~~losses~~sheets. ~~Translation~~There ~~adjustments~~ are ~~recorded~~no asintra-entity ~~other~~sales ~~comprehensive~~or ~~income~~transfers, and ~~(loss)~~no ~~within~~significant ~~shareholders’ equity~~expense ~~(deficit).~~categories ~~Gains~~regularly orprovided ~~losses~~to ~~from~~the ~~foreign~~CODM ~~currency~~beyond ~~transactions~~those ~~are~~disclosed ~~recognized~~ in the ~~consolidated~~Consolidated ~~statements~~ Statements of ~~operations~~Operations.

~~Fair~~Use ~~Value~~of ~~Measurement~~Estimates

~~Fair~~The ~~value~~preparation isof ~~defined~~consolidated asfinancial ~~the~~statements ~~exchange~~in ~~price~~conformity ~~that~~with ~~would~~GAAP berequires ~~received~~management ~~for an asset or paid~~ to ~~transfer~~make aestimates ~~liability~~and ~~(an~~assumptions ~~exit~~that ~~price) in the principal~~affect ~~or most advantageous market for~~ the ~~asset~~reported oramounts ~~liability in an orderly transaction between market participants as~~ of ~~the~~assets ~~measurement~~and ~~date. Applicable~~liabilities ~~accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs~~ and ~~minimizes~~disclosure ~~the use~~ of ~~unobservable~~contingent ~~inputs~~assets byand ~~requiring~~liabilities ~~that~~at the ~~most~~date 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.~~consolidated ~~Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that~~financial ~~market~~statements ~~participants~~and ~~would use in valuing~~ the ~~asset~~reported oramounts ~~liability. There are three levels~~ of ~~inputs~~revenue ~~that~~and ~~may~~expenses beduring ~~used~~the toreporting ~~measure fair value:~~periods.

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.

Foreign Currency Translation

FThe 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-8average 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.

~~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.~~F-8

AsFair ofValue ~~and for the years ended December 31, 2024 and 2023, the Company had no assets or liabilities that require fair value measurement.~~Measurement

~~Cash~~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 ~~Cash~~minimizes ~~Equivalents~~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:

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 $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. As of December 31, 2024 and 2023, the Company had approximately $34,000 and $22,000, respectively, in excess of the federal insurance limit.

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.

~~Prepaid~~The ~~Expenses~~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.

~~Prepaid~~As ~~expenses~~of ~~are~~and ~~assets~~for ~~held~~the byyears ~~the~~ended ~~Company~~December ~~that~~31, ~~are~~2025 ~~expected~~and to2024, bethe ~~realized~~Company ~~and~~had ~~consumed~~no ~~within~~assets ~~twelve~~or ~~months~~liabilities ~~after~~that ~~the~~required ~~reporting~~fair ~~period~~value measurement.

~~Data~~Cash ~~Center~~and ~~Campus~~Cash ~~Costs~~Equivalents

~~Data~~The ~~center~~Company ~~cost~~considers isall ~~stated~~highly atliquid ~~cost,~~investments ~~which~~with ~~includes~~maturities of three months or less at the ~~cost~~time ~~incurred~~of purchase to ~~complete~~be ~~phase~~cash Iequivalents. Cash ofand ~~the~~cash ~~Company’s~~equivalents ~~data~~are ~~center~~recorded ~~development~~at ~~plan~~cost, which approximates their fair value. The Company maintains its cash and cash equivalents ~~Phase~~in Ibanks ~~costs~~insured ~~include~~by the ~~option~~Federal ~~payment~~Deposit ~~for~~Insurance ~~the~~Corporation ~~land~~(“FDIC”) ~~and~~in accounts that at times may be in excess of the federally ~~cost~~insured limit of ~~consulting~~$250,000 ~~firms~~per tobank. ~~provide~~The ~~power~~Company ~~and~~minimizes ~~connectivity~~this ~~assessments, feasibility~~risk ~~studies,~~by ~~engineering~~placing ~~plans,~~its ~~and~~cash ~~project~~deposits ~~benchmarking~~with major financial institutions. As ~~Data~~of ~~center~~December ~~cost~~31, ~~also~~2025 ~~includes~~and ~~internal~~2024, ~~cost~~the ~~such~~Company ashad ~~payroll-related cost~~approximately $31,000 and ~~debt~~$23,000, ~~interest~~respectively, ~~cost~~in excess of the federal insurance limit.

InPrepaid 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.Expenses

~~The~~Prepaid ~~recoverable~~expenses ~~amount~~are isassets ~~the~~held ~~higher~~by ~~of fair value, less costs of disposal and value in use. In assessing value in use,~~ the ~~estimated~~Company ~~future cash~~that ~~flows to be derived from continuing use of the asset or cash-generating unit~~ are ~~discounted~~expected to ~~their~~be ~~present~~realized ~~value using a pre-tax discount rate that reflects current market assessments of the time value of money~~ and ~~the~~consumed ~~risks~~within ~~specific~~twelve tomonths ~~the~~after ~~asset. Fair value less costs of disposal is~~ the ~~amount~~reporting ~~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~~period. 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~~Data Center Campus Costs

AsData ofcenter ~~December~~development ~~31,~~cost ~~2024~~is stated at cost, ~~there~~which ~~have~~includes ~~been~~the nocost ~~circumstances~~incurred to ~~indicate~~complete phase I of the ~~asset~~Company’s ~~may~~former ~~not~~data becenter development ~~recoverable~~plan. Phase I costs included 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 development cost also included internal cost such as payroll-related cost and debt interest cost.

~~Related~~In ~~Parties~~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 ~~Company~~recoverable ~~follows~~amount ~~Financial~~is ~~Accounting~~the ~~Standards~~higher ~~Board’s~~of ~~(“FASB”)~~fair ~~Accounting~~value, ~~Standards~~less ~~Codification~~costs ~~(“ASC”)~~of disposal and value in use. In assessing value in use, the estimated future ~~section~~cash ~~850~~flows to be derived from continuing use of the asset or cash-10generating ~~for~~unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the ~~identification~~time value of ~~related~~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 ~~disclosure~~assumptions consistent with those of ~~related~~a market participant. If the recoverable amount of an asset or cash-~~party~~generating ~~transactions~~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 operating results.

~~Pursuant to ASC section 850~~F-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.9

~~The~~Related 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.Parties

~~Commitments~~The Company follows Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) section 850-10 for the identification of related parties and ~~Contingencies~~disclosure of related-party transactions.

~~The~~Pursuant ~~Company~~to ~~follows~~ ASC section ~~450~~850-10-20, tothe ~~report~~related ~~accounting~~parties ~~for~~include ~~contingencies~~(a.) ~~Certain~~affiliates ~~conditions~~of ~~may~~the ~~exist~~Company as(“Affiliate” ofmeans, ~~the~~with ~~date~~respect ~~the~~to any ~~consolidated~~specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or ~~financial~~is ~~statements~~under ~~are~~common ~~issued~~control with such Person, ~~which~~as ~~may~~such ~~result~~terms are used in aand ~~loss~~construed tounder Rule 405 under the ~~Company,~~Securities ~~but~~Act); (b.) entities for which ~~will~~investments ~~only~~in their equity securities would be ~~resolved~~required, ~~when~~absent ~~one~~the orelection ~~more~~of ~~future~~the ~~events~~fair value option under the Fair Value ~~occur~~Option orof ~~fail~~ASC section 825–10–15, to ~~occur~~be accounted for by the equity method by the investing entity; (c.) ~~The~~trusts ~~Company~~for ~~assesses~~the benefit of employees, such ~~contingent~~as ~~liabilities,~~pension and ~~such~~profit-sharing ~~assessment~~trusts ~~inherently~~that ~~involves~~are anmanaged ~~exercise~~by or under the trusteeship of ~~judgment~~management; (d.) principal owners Inof ~~assessing~~the ~~loss~~Company; ~~contingencies~~(e.) ~~related~~management toof ~~legal~~the ~~proceedings~~Company; ~~that~~(f.) ~~are~~other ~~pending~~parties ~~against~~with which the Company may deal if one party controls or ~~un-asserted~~can ~~claims~~significantly influence the management or operating policies of the other to an extent that ~~may~~one ~~result~~of the transacting parties might be prevented from infully ~~such~~pursuing ~~proceedings,~~its ~~the~~own ~~Company~~separate ~~evaluates~~interests; and (g.) other parties that can significantly influence the ~~perceived~~management ~~merits~~or operating policies of ~~any~~the ~~legal~~transacting ~~proceedings~~parties or ~~un-asserted~~that ~~claims~~have asan ~~well~~ownership asinterest ~~the~~in ~~perceived merits~~one of the ~~amount~~transacting ofparties ~~relief~~and ~~sought~~can orsignificantly ~~expected~~influence the other to an extent that one or more of the transacting parties might be ~~sought~~prevented ~~therein~~from fully pursuing its own separate interests.

~~F-10~~The consolidated financial statements are required to 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 are required to 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.

IfCommitments ~~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.Contingencies

~~Loss~~The Company follows ASC section 450-20 to report accounting for contingencies. ~~considered~~Certain ~~remote~~conditions ~~are~~may ~~generally~~exist ~~not~~as ~~disclosed~~of ~~unless~~the ~~they~~date ~~involve~~the ~~guarantees~~consolidated financial statements are issued, which may result in a loss to the Company, but which ~~case~~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 ~~guarantees~~Company ~~would~~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 ~~disclosed~~sought therein.

~~Stock-Based~~If ~~Compensation~~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.

~~The~~Loss ~~Company~~contingencies ~~accounts~~considered ~~for~~remote ~~its~~are ~~stock-based~~generally ~~compensation~~not ~~under~~disclosed ~~ASC~~unless ~~718,~~they ~~“Compensation~~involve ~~– Stock Compensation” using the fair value-based method. Under this method~~guarantees, 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 ancase ~~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~~guarantees ~~value~~would ~~of the entity’s equity instruments or that may~~ be ~~settled by the issuance of those equity instruments~~disclosed.

~~The Company uses the fair value method for equity instruments granted to non~~Stock-~~employees and use the BSM model for measuring the fair value~~Based ~~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.~~Compensation

~~Earnings~~The ~~Per~~Company ~~Share~~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 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 antiF-~~dilutive in the computation of net loss per share.~~10

~~Securities~~The ~~that~~Company ~~could~~uses ~~potentially~~the ~~dilute~~fair ~~loss~~value ~~per~~method ~~share~~for inequity ~~the~~instruments ~~future~~granted ~~were~~to ~~not~~non-employees ~~included~~and inuses the ~~computation~~BSM ofmodel ~~diluted loss per share~~ for measuring the ~~years~~fair value ~~ended~~of ~~December~~options. ~~31,~~The ~~2024~~stock-based ~~and~~fair ~~2023~~value ~~because~~compensation ~~their~~is ~~inclusion~~determined ~~would~~as beof ~~anti-dilutive.~~the ~~Common~~date ~~stock~~of ~~equivalents~~the ~~amounted~~grant to(measurement ~~11,326,178~~date) and ~~nil~~ ~~for~~is recognized over the ~~years~~vesting ~~ended December 31, 2024 and 2023, respectively~~periods.

~~Recent~~Earnings ~~Accounting~~Per ~~Pronouncements~~Share

The Company’s ~~management~~uses ~~reviewed~~ASC ~~all~~260, ~~recently~~“Earnings ~~issued~~Per ~~accounting~~Share” ~~standard~~for ~~updates~~calculating the basic and diluted earnings (~~“ASU’s”~~loss) ~~not~~per ~~yet~~share. ~~adopted~~The Company computes basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted ~~Company~~earnings ~~and~~(loss) ~~does~~per ~~not~~share ~~believe~~is computed based on the ~~future~~weighted ~~adoptions~~average number of ~~any~~shares ~~such~~of ~~ASU’s~~common ~~may~~stock beplus ~~expected~~the toeffect ~~cause~~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 ~~material~~net ~~impact~~loss, onbasic and diluted loss per share is the ~~Company’s~~same, in that any potential ~~consolidated~~common ~~financial~~stock ~~condition~~equivalents orwould have the ~~results~~effect of ~~its~~being ~~operations~~anti-dilutive in the computation of net loss per share.

~~In October 2023, the FASB issued~~Securities ~~ASU~~that ~~2023-06,~~could ~~Disclosure~~potentially ~~Improvements:~~dilute ~~Codification~~loss ~~Amendments~~per share in ~~Response to~~ the ~~SEC’s~~future ~~Disclosure~~were ~~Update~~not ~~and~~included ~~Simplification Initiative. The amendments~~ in ~~this Update modify~~ the ~~disclosure~~computation ~~or presentation requirements~~ of adiluted ~~variety~~loss ofper ~~Topics~~share infor the ~~Codification. Certain of the~~years ~~amendments~~ended ~~represent~~December ~~clarifications to~~31, or2025 ~~technical~~and ~~corrections~~2024 ofbecause ~~the~~their ~~current~~inclusion ~~requirements.~~would ~~Each~~be ~~amendment~~anti-dilutive. inCommon ~~the~~stock ~~ASU~~equivalents ~~will~~amounted ~~only~~to ~~become~~21,907,913 ~~effective~~and ~~if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30~~11, ~~2027. We are~~326,178 ~~currently~~as ~~evaluating the impact that the adoption~~ of ~~the~~December ~~provisions~~31, of2025 ~~the~~and ~~ASU will have on our consolidated financial statements. The~~2024, ~~amendments in this ASU are not expected to have a material impact on the results of operations or financial position~~respectively.

~~In November 2023, the FASB issued~~Recent ~~ASU~~Accounting 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.Pronouncements

OnThe Company’s ~~December~~management ~~14,~~reviewed ~~2023,~~all ~~the~~recently ~~FASB~~ issued ~~ASU~~accounting ~~No.~~standard ~~2023-09,~~updates ~~Income Taxes~~ (~~Topic 740): Improvements to Income Tax Disclosures (~~“ASU ~~2023-09~~’s”). ~~ASU~~not ~~2023-09~~yet ~~requires entities~~adopted ~~to disclose specific rate reconciliations, amount of income taxes separated~~ by ~~federal~~the Company and ~~individual~~does ~~jurisdiction,~~not ~~and~~believe the ~~amount of~~future ~~income~~adoption ~~(loss)~~of ~~from~~any ~~continuing~~such ~~operations~~ASU’s ~~before~~may ~~income~~be ~~tax~~expected ~~expense~~to ~~(benefit)~~cause ~~disaggregated~~a ~~between~~material ~~federal,~~impact ~~state,~~on ~~and foreign. The new standard is effective for~~ the Company’s consolidated ~~for~~financial ~~its~~condition ~~fiscal~~or ~~year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating~~ the ~~impact~~results of ~~adopting~~its ~~the standard~~operations.

~~In November 2024, the FASB issued~~Note ~~ASU~~2 ~~2024-03,~~– ~~“Income~~Data ~~Statement~~Center -Development 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.Costs

~~Note~~ DATA 2CENTER –DEVELOPMENT ~~Data Center Costs~~COSTS

~~DATA~~On July ~~CENTER~~22, ~~COSTS~~ 2024, the Company entered into an option agreement (“Option”) to acquire for a purchase price of $5,000,000 a 315-acre parcel of land (“New Property”) in Imperial County, California to be used for the development of the Company’s Data Center Campus. With the execution of the Option, the Company paid a non-refundable deposit of $50,000. The Option had an initial term of one year and could have been extended for an additional six-month period by the payment of $75,000 on or before July 21, 2025.

On ~~July~~March 2230, ~~2024~~2023, the Company ~~entered~~signed ~~into~~ an option agreement (“Initial Option”) to acquire ~~for~~80 aacres ~~purchase price~~ of ~~$5,000,000~~commercially azoned ~~315-acre parcel of~~ land (“~~New~~Initial Property”) in Imperial County, California for $3,360,000 (“Purchase Price”). The Initial Property was optioned to be the land used for the ~~development of the~~ Company’s Data Center Campus. ~~With~~The ~~the execution of the Option, the~~ Company paid a non-refundable deposit of $5084,000. ~~The~~on the signing of the Initial Option. ~~has~~On anJuly ~~initial~~24, ~~term of~~2024 ~~one~~(“Termination ~~year~~Date”), ~~and~~the ~~may~~Company beterminated ~~extended~~(“Termination”) the ~~for~~Initial anOption ~~additional~~as ~~six-month~~the ~~period~~Company bybelieved the ~~payment~~New ofProperty ~~$75,000~~was onbetter orsuited ~~before~~for ~~July~~the ~~21,~~Company’s ~~2025~~Data Center Campus project.

~~F-11~~As of the Termination Date, the Company had approximately $4,158,000 of cost (“DCC Cost”) for the Data Center Campus project. In accordance with ASC 790 and 360, the Company was required to determine the amount of DCC Cost (“Option Cost”) associated with the Initial Property. The Option Cost was required to be exposed on the date the Company abandoned the Initial Option. The Company has determined the date of abandonment was the Termination Date. As of the Termination Date, the Company had approximately $344,000 of Option Cost. The remaining DCC Cost was related to the development activities to the overall Data Center Campus and, as such, were not cost associated with the Initial Property.

OnAs ~~March~~disclosed ~~30,~~in ~~2023~~Note 1 – Organization and Accounting Policies, given the ~~Company~~recent ~~signed~~development anof ~~option~~the ~~agreement~~Plan ~~(“Initial~~and ~~Option”)~~the prolonged uncertainty, the Company elected not to ~~acquire~~renew 80its ~~acres~~purchase ofoption ~~commercially-zoned~~on ~~land (“Initial~~the New Property”) when it expired in ~~Imperial~~July ~~County~~2025. Consequently, ~~California~~previously ~~for~~capitalized ~~$3,360,000~~data ~~(“Purchase~~center ~~Price”).~~development ~~The~~costs ~~Initial~~were ~~Property~~expensed, ~~was~~and the Company will ~~optioned~~cease tocapitalizing beadditional ~~the~~data ~~land~~center ~~used~~development ~~for~~expenses until the Company’s ~~Data~~can ~~Center~~secure ~~Campus.~~parcels ~~The~~with ~~Company~~appropriate ~~paid~~zoning afor ~~non-refundable~~data center ~~deposit~~use ofand ~~$84,000~~greater oncertainty around the ~~signing~~ execution of ~~the~~its ~~Initial~~development ~~Option.~~plans, Onas ~~July~~disclosed ~~24,~~in ~~2024~~Note ~~(“Termination~~1. ~~Date”),~~As of the ~~Company~~termination ~~terminated~~of ~~(“Termination”)~~ the data ~~Initial~~center ~~Option~~development, as the Company ~~believes~~had ~~the~~approximately ~~New~~$4,581,000 ~~Property~~of iscapitalized ~~better~~development ~~suited~~cost, ~~for~~which ~~the~~has ~~Company’s~~been ~~Data~~recorded ~~Center~~as ~~Campus~~ abandoned project costs.

As of the Termination Date, the Company had approximately $4,158,000 of cost (“DCC Cost”) for the Data Center Campus project. In accordance with ASC 790 and 360, the Company is required to determine the amount of DCC Cost (“Option Cost”) associated with the Initial Property. The Option Cost is required to be exposed on the date the Company abandoned the Initial Option. The Company has determined the date of abandonment was the Termination Date. As of the Termination Date, the Company had approximately $344,000 of Option Cost. The remaining DCC Cost are related to the development activities to the overall Data Center Campus, as such are not cost associated with the Initial Property.F-11

AsNote of3 ~~December~~– ~~31, 2024, the Company has incurred DCC Cost of approximately $5,849,000, which includes approximately $284,000 of capitalized interest related to the interest calculated for the funds, from the~~ Notes ~~payable~~Payable ~~and~~– ~~Convertible~~Related ~~promissory notes, used for the DCC development expenditures.~~Party

~~Note~~During 3the –year ~~Notes~~ended ~~Payable~~December 31, 2024, the Company entered into transactions with Nanosha LLC, (“Nanosha”) an entity controlled by the Company’s director Sean Fontenot. During December 31, 2025, Nanosha transferred the notes payable and related securities from the December 31, 2024 transactions, as described below to SFO IDF LLC, (“SFO”) a single member limited liability company owned and controlled by a trust established for the benefit of certain family members of Mr. Fontenot, the trustee of which is independent and not affiliated with Mr. Fontenot. Mr. Fontenot has no voting or investment power over the securities held by SFO and disclaims beneficial ownership of such securities. The Company has determined that SFO is a related party given SFO was established to benefit Mr. Fontenot’s family members.

NOTES PAYABLE - RELATED PARTIES

Notes payable – related party transactions are summarized for the ~~year~~periods ~~ended~~as ~~December~~follows ~~31,~~for ~~are~~the ~~summarized~~years asended ~~follows:~~December 31,

SCHEDULE OF NOTES PAYABLE

	2024			2023
	2025			2024
Principal
Balance, beginning of the period	$	11,000		$	6111,000
Additions – related party		1,000,000			-
Principal balance, beginning of the period	$	11,000		$	11,000
Settlement – related party		(1,000,000	)		(50,000	)
Additions		1,000,000			1,000,000
Balance, end of the period		11,000			11,000
Settlement		-			(1,000,000	)
Balance, end of the period		1,011,000			11,000
Principal balance, end of the period		1,011,000			11,000
Discount
Balance, beginning of the period		-			-
Additions – related party		2,355,000			-
Discount balance, beginning of the period		-			-
Amortization – related party		2,355,000			-
Additions		885,000			2,355,000
Balance, end of the period		-			-
Amortization		(613,000	)		(2,355,000	)
Net carrying amount	$	11,000		$	11,000
Balance, end of the period		272,000			-
Discount balance,end of the period		272,000			-
Net carrying amount	$	739,000		$	11,000

In ~~February~~December ~~2024~~2025, the Company issued a ~~promissory~~$250,000 note payable to the SFO (“~~Promissory~~Lender”) (“December 2025 Note”) inand extended the April 2025 Note and July 2025 Note (collectively “Extended Notes”) maturity dates to June 30, 2026. The December 2025 Note has an interest rate of 10% and the outstanding principal ~~amount~~and interest are payable on June 30, 2026. Also, the Company issued the Lender a warrant to purchase 1,000,000 shares of the Company’s common stock at $0.50 per share. For accounting purposes, the Company allocated the 1,000,000 ~~that~~warrants ~~bears interest~~equally atto the ~~rate~~modification of ~~10%~~the ~~per~~Extended ~~annum~~Notes ~~and~~500,000 ~~originally~~warrants ~~matured~~(“Second onModification ~~May~~Warrants”) 31and the December 2025 Note 500,000 ~~2024~~warrants (“~~Maturity~~December ~~Date~~2025 Warrants”) (collectively the “Warrants’). ItThe December ~~also~~2025 ~~issued~~Warrant’s agrant ~~five~~date fair value of approximately $188,000 was calculated using the Black Scholes fair value option-~~year~~pricing ~~warrant~~model towith ~~purchase~~key upinput tovariables ~~200~~provided by management,~~000~~ ~~shares~~as of the date of issuance: volatility of 226.53%, the fair value of common stock $0.38, ~~with~~estimated anlife ~~initial~~of ~~exercise~~5.5 ~~price~~years, risk-free rate of 3.73% and dividend rate of $0.50 ~~per~~In ~~share~~accordance ~~(“Finance~~with ~~Warrant”)~~ASC 470 – Debt, the gross proceeds of $250,000 was allocated between the December 20025 Note and the December 2025 Warrants on a relative fair value basis. Therefore, the July 2025 Warrants were recorded at $108,000.

In ~~accordance~~December ~~with ASC 470 - Debt~~2025, the Company ~~has~~and ~~allocated~~the ~~$1,000,000~~Lender ofagreed ~~cash~~to ~~proceeds~~extend onthe amaturity ~~relative~~date ~~fair~~of ~~value~~the toApril ~~the~~2025 ~~Promissory~~ Note and ~~the~~July ~~Finance~~2025 ~~Warrant.~~Note ~~The~~to ~~Finance~~June ~~Warrant~~30, 2026, which was ~~valued~~accounted ~~using~~for ~~the~~as ~~Black~~a ~~Scholes~~modification ~~option~~under ~~pricing~~ASC ~~model~~470—Debt. ~~for~~In aconnection ~~total~~with ~~fair~~this ~~value~~modification, ofthe ~~approximately $1,389,000~~Company ~~based~~issued onSecond aModification Warrants 2to the Lender.~~5-year~~ ~~term,~~The ~~volatility~~fair value of ~~159%~~the Modification Warrants, adetermined ~~risk-free~~to ~~equivalent~~be ~~yield~~$188,000 as of ~~4.1%,~~the ~~and~~extension adate, ~~stock~~was ~~price~~recorded as ofa $7debt discount.~~21.~~ ~~The~~This ~~Finance Warrant~~amount ~~was~~will ~~ascribed~~be aamortized ~~relative~~over ~~fair~~the ~~value~~remaining term of ~~approximately~~the ~~$581,000~~modified debt.

FIn July 2025, the Company issued a $500,000 note payable to the Lender (“July 2025 Note”) and extended the April 2025 Note’s maturity date to January 31, 2026. The July 2025 Note has an interest rate of 10% and the outstanding principal and interest are payable on January 31, 2026. Also, the Company issued to the Lender a warrant to purchase 2,000,000 shares of the Company’s common stock at $0.50 per share. For accounting purposes, the Company allocated the 2,000,000 warrants equally to the modification of the April 2025 1,000,000 warrants (“Modification Warrants”) and the July 2025 Note 1,000,000 warrants (“July 2025 Warrants”) (collectively the “Warrants’). The Warrant’s grant date fair value of approximately $555,000 was calculated using the Black Scholes fair value option-12pricing model with key input variables provided by management, as of the date of issuance: volatility of 226.55%, the fair value of common stock $0.28, estimated life of 5.5 years, risk-free rate of 3.88% and dividend rate of $0. In accordance with ASC 470 – Debt, the gross proceeds of $500,000 was allocated between the July 20025 Note and the July 2025 Warrants on a relative fair value basis. Therefore, the July 2025 Warrants were recorded at $178,000.

OnIn ~~the~~July ~~Maturity Date~~2025, the ~~holder~~Company ofand the ~~Promissory~~Lender ~~Note~~ agreed to extend the ~~Maturity~~maturity ~~Date~~date toof ~~August~~the 31April 2025 Note, ~~2024~~which ~~(“Extension~~was ~~Maturity”).~~accounted for as a modification Asunder ~~consideration~~ASC ~~for~~470—Debt. ~~the~~In ~~Extension~~connection with this modification, the Company issued Modification Warrants to the ~~holder~~Lender. aThe ~~warrant~~fair value of the Modification Warrants, determined to ~~purchase~~be ~~300~~$277,000 ~~shares~~as of the ~~Company’s~~extension ~~common stock~~date, ~~with~~was anrecorded ~~initial~~as ~~exercise~~a ~~price~~debt ~~of $3~~discount.50 ~~per~~This ~~share~~amount ~~(“Extension~~will ~~Warrant”)~~be amortized over the remaining term of the modified debt.

~~The~~In ~~Extension~~April ~~Warrant~~2025, ~~was~~the ~~valued~~Company ~~using~~issued ~~the~~a ~~Black~~$250,000 note ~~Scholes~~payable ~~option~~to ~~pricing~~Lender ~~model~~(“April 2025 ~~for~~Note”). aThe ~~total~~April ~~fair~~2025 ~~value~~Note has an interest rate of ~~approximately~~10% and ~~$853,000~~the ~~based~~outstanding principal and interest were initially payable on aAugust ~~2.5-year~~31, ~~term~~2025, ~~volatility~~which ofwas extended ~~163%,~~to aJanuary ~~risk-free~~31, ~~equivalent~~2026, ~~yield~~as ofdescribed 4below.3% Also, ~~and~~the Company issued the Lender a ~~stock~~warrant ~~price~~to purchase 500,000 shares (“April 2025 Warrant”) of the Company’s common stock at $30.549 per share. The April 2025 Warrant grant date fair value of approximately $~~853~~291,000 was ~~recorded as~~calculated ausing ~~debt~~the ~~discount~~Black toScholes befair ~~amortized~~value ~~over~~option-pricing ~~the~~model ~~Extension~~with ~~period~~key input variables provided by management, as of ~~three~~the ~~months~~date of issuance: volatility of 214.75%, the Asfair value of ~~December~~common 31stock $0.59, estimated ~~2024~~life of 5.0 years, ~~the~~risk-free ~~Company~~rate ~~had~~of ~~amortized~~3.98% and ~~approximately~~dividend rate of $0. In accordance with ASC 470 – Debt, the gross proceeds of $~~853~~250,000 was ofallocated between the ~~value~~April of2025 Note and the ~~Extension~~April 2025 Warrant on a relative fair value basis, therefore, the warrant was recorded at $134,000.

~~On the~~As ~~Extension~~an ~~Maturity~~inducement ~~date,~~to the ~~holder~~Lender, of the ~~Promissory~~Company ~~Note~~ agreed to ~~extend~~modify the ~~Extension~~terms ~~Maturity~~of tocertain ~~December~~Exchange ~~31,~~Warrants ~~2024~~ (~~“Additional~~as described ~~Extension”~~below) to reduce the exercise price from $2.00 Asto ~~consideration~~$0.49. The Company accounted for the ~~Additional~~warrant ~~Extension~~modification ~~date~~as a financing cost in accordance with ASC 815, Derivatives and Hedging, which requires recognition of any increase in the ~~Company~~fair ~~issued~~value toof the ~~holder~~warrant resulting from the modification. The fair value of the warrants was determined using the Black-Scholes option pricing model, with a ~~warrant~~fair tovalue ~~purchase~~of ~~300~~$1,066,000 ~~shares~~prior to modification and $1,086,000 after modification, based on a 4.7-year term, volatility of ~~the~~214.59%, ~~Company’s~~a ~~common~~risk-free ~~stock~~interest ~~with~~rate anof 3.9%, ~~initial~~and ~~exercise~~a market price of $30.8049 per share. ~~(“Additional~~The ~~Extension~~resulting ~~Warrant”)~~increase in fair value of approximately $20,000 was recorded as a financing cost – related party.

~~The~~In ~~Additional~~February ~~Extension~~2024, ~~Warrant~~the ~~was~~Company ~~valued~~issued ~~using~~a ~~the~~promissory ~~Black~~note ~~Scholes~~(“Promissory ~~option~~Note”), ~~pricing~~to ~~model~~Nanosha, ~~for~~in athe ~~total~~principal ~~fair~~amount ~~value~~ of ~~approximately~~ $~~921~~1,000 ~~based~~,000 onthat abears interest ~~2.5-year~~at ~~term,~~the ~~volatility~~rate of ~~162~~10%, aper ~~risk-free~~annum ~~equivalent~~and ~~yield~~originally ofmatured ~~3.8%,~~on ~~and~~May a31, ~~stock~~2024 ~~price~~(“Maturity ~~of $3~~Date”).~~80.~~ ~~The~~It ~~fair~~also ~~value~~issued ofa ~~$921,000~~5five-year ~~was~~warrant ~~recorded~~to aspurchase aup ~~debt discount~~ to be200,000 ~~amortized~~shares ~~over~~of ~~the~~common ~~Additional~~stock ~~Extension~~with ~~period~~an ofinitial ~~four~~exercise ~~months.~~price As of ~~December 31, 2024, the Company had amortized approximately~~ $~~921,000~~0.50 ofper ~~the~~share ~~value~~(“Finance ~~of the Extension~~ Warrant”).

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. In exchange the Company (i) made a payment of $100,000 for the accrued and unpaid interest, (ii) issued 500,000 shares of the Company’s common stock with a fair value of $1.75 per share (based on the Company’s closing on the Exchange Date) (“Exchange Shares”), and issued a warrant to purchase 2,258,877 shares of the Company’s common stock as a price of $2.00 per share for a period of five years (“Exchange Warrant’). On the Exchange Date the Exchange Warrant had a fair value of $3,196,000 calculated using the Black Scholes fair value optionF-pricing model with key input variables provided by management: volatility of 166%, the fair value of common stock $1.75, estimated life range 2.5 years, risk-free rate of 4.25% and dividend rate of nil.12

~~The~~In ~~Company accounted for the Exchange agreement in~~ accordance with ASC 470 –- Debt~~. Therefore~~, the Company ~~incurred~~has aallocated $21,~~317~~000,000 ~~loss~~ of cash proceeds on ~~extinguishment,~~a ~~which~~relative ~~was~~fair value to the ~~difference~~Promissory Note ~~between~~and the ~~fair~~Finance ~~value~~Warrant. of The ~~Extension~~Finance ~~Warrants~~Warrant ~~compared~~was tovalued using the ~~aggregate~~Black Scholes option pricing model for a total fair value of ~~the~~approximately $1,389,000 ~~Exchange~~based ~~Warrants~~on ~~and~~a ~~Exchange Shares~~2.5-year ~~The~~term, ~~loss~~volatility ~~on extinguishment~~of 159%, a risk-free equivalent yield of ~~note~~4.1%, ~~payable~~and –a ~~related~~stock ~~party~~price ~~was~~of $7.21. The Finance ~~calculated~~Warrant aswas ~~follows:~~ascribed a relative fair value of approximately $581,000.

~~SCHEDULE~~On OFthe ~~LOSS~~Maturity ONDate, ~~EXTINGUISHMENT~~the OFholder ~~NOTE~~of ~~PAYABLE~~the ~~RELATED~~Promissory ~~PARTY~~Note agreed to extend the Maturity Date to August 31, 2024 (“Extension Maturity”). As consideration for the Extension, the Company issued to the holder a warrant to purchase 300,000 shares of the Company’s common stock with an initial exercise price of $3.50 per share (“Extension Warrant”).

Loan - principal balance	$	1,000,000
Value The Extension Warrants - cancelled		755,000
Total Consideration		1,755,000
Share received		500,000
Stock price		1.75
Common stock value		875,000
Value of Exchange Warrant		3,197,000
Value received		4,072,000
Loss on extinguishment of note payable – related party	$	2,317,000

The Extension Warrant was valued using the Black Scholes option pricing model for a total fair value of approximately $853,000 based on a 2.5-year term, volatility of 163%, a risk-free equivalent yield of 4.3%, and a stock price of $3.5. The fair value of $853,000 was recorded as a debt discount to be amortized over the Extension period of three months. As of December 31, 2024, the Company had amortized approximately $853,000 of the value of the Extension Warrant.

~~F-13~~On the Extension Maturity date, the holder of the Promissory Note agreed to extend the Extension Maturity to December 31, 2024 (“Additional Extension”). As consideration for the Additional Extension date, the Company issued to the holder a warrant to purchase 300,000 shares of the Company’s common stock with an initial exercise price of $3.80 per share (“Additional Extension Warrant”).

OnThe ~~the~~Additional ~~Exchange~~Extension ~~Date~~Warrant was valued using the ~~600,000 Extension~~Black ~~Warrants~~Scholes ~~had~~option pricing model for a total fair value of approximately $~~755~~921,000 ~~calculated~~based ~~using~~on ~~the~~a ~~Black~~2.5-year ~~Scholes~~term, ~~fair~~volatility ~~value~~of ~~option-pricing~~162%, ~~model~~a ~~with~~risk-free ~~key~~equivalent ~~input~~yield ~~variables~~of ~~provided~~3.8%, byand ~~management:~~a ~~volatility~~stock price of ~~166%, the~~$3.80. The fair value of ~~common stock~~ $~~1.75~~921,000 ~~estimated~~was ~~life~~recorded ~~range~~as ~~2.5 years,~~a ~~risk-free~~debt ~~rate~~discount to be amortized over the Additional Extension period of 4four months.~~25%~~ As of December 31, 2024, the Company ~~and~~had ~~dividend~~amortized ~~rate~~approximately $921,000 of ~~nil~~the value of the Extension Warrant.

~~Interest~~On ~~expense~~December on15, 2024 (“Exchange Date”), the Company entered into an exchange agreement (“Exchange Agreement”) to settle the Promissory Note, ~~amounted~~pursuant to the ~~$103~~Exchange Agreement,~~000~~ the Promissory Note was extinguished as of the Exchange Date and the Extension Warrant and Additional Extension Warrants (collectively “The Extension Warrants”) were cancelled. In exchange, the Company (i) made a payment of $9100,000 for the ~~years~~accrued ~~ended~~and ~~December~~unpaid 31interest, ~~2024~~(ii) issued 500,000 shares of the Company’s common stock with ~~and~~a ~~2023~~fair value of $1.75 per share (based on the Company’s closing on the Exchange Date) (“Exchange Shares”), ~~respectively~~and issued a warrant to purchase 2,258,877 shares of ~~which~~the ~~approximately~~Company’s common stock at a price of $602.00 per share for a period of five years (“Exchange Warrant’). On the Exchange Date, the Exchange Warrant had a fair value of $3,197,000 calculated using the Black Scholes fair value ~~and~~option-pricing ~~nil~~model with key input variables provided by management: volatility of 166%, the fair value of common stock $1.75, estimated ~~respectively~~life range 2.5 years, ~~were~~risk-free ~~capitalized~~rate asof ~~data~~4.25% ~~center~~and ~~development~~dividend ~~cost~~rate of nil.

~~Note~~The 4Company accounted for the Exchange agreement in accordance with ASC 470 – ~~Convertible~~Debt. ~~Debentures~~Therefore, the Company incurred a $2,317,000 loss on extinguishment, which was the difference between the fair value of The Extension Warrants compared to the aggregate fair value of the Exchange Warrants and Exchange Shares. The loss on extinguishment of note payable – related party was calculated as follows:

~~CONVERTIBLE~~SCHEDULE OF ~~DEBENTURES~~ LOSS ON EXTINGUISHMENT OF NOTE PAYABLE RELATED PARTY

Convertible debentures transactions for the years ended December 31, are summarized as follows:


Loan - principal balance	$	1,000,000
Value The Extension Warrants - cancelled		755,000
Total Consideration		1,755,000

Share received		500,000
Stock price		1.75
Common stock value		875,000
Value of Exchange Warrant		3,197,000
Value received		4,072,000
Loss on extinguishment of note payable – related party	$	2,317,000

~~SCHEDULE OF CONVERTIBLE DEBENTURES~~ F-13

Principal	2024			2023
Balance, beginning of period	$	341,000		$	4,613,000
Additions		1,410,000			-
Conversions		(341,000	)		(4,272,000	)
Balance, end of period		1,410,000			341,000
Debt issuance cost
Balance, beginning of period		-			-
Additions		106,000			-
Amortization		(9,000	)		-
Balance, end of period		97,000			-
Net book value	$	1,313,000		$	341,000

On the Exchange Date the Extension Warrants had a fair value of $755,000 calculated using the Black Scholes fair value option-pricing model with key input variables provided by management: volatility of 166%, the fair value of common stock $1.75, estimated life range 2.5 years, risk-free rate of 4.25% and dividend rate of nil.

InFinancing ~~June~~cost ~~2024,~~for the ~~Company initiated a private place offering for its convertible promissory~~ notes ~~(the~~payable ~~“Debentures”).~~– Asrelated ~~of December~~party ~~31,~~amounted ~~2024,~~to ~~the net proceeds were approximately~~ $1656,~~304,~~000, and ~~due to approximately~~ $~~106~~2,398,000 ~~paid as debt issuance cost in connection~~for ~~with~~ the years ~~issuance~~ended ~~of the Debentures. The Debentures bears interest at 10.0% per annum with a default interest rate of 15.0% per annum. The principal amount and all accrued interest are payable on~~ December 31, ~~2026.~~2025 ~~The~~and ~~holder~~2024, respectively, of ~~the~~which ~~Debentures~~approximately ~~has the option to convert~~nil ~~the unpaid principal~~ and ~~interest into shares of the Company’s common stock at the conversion rate of~~ $~~2.00 per share~~60, ~~subject~~000, ~~to adjustment for stock splits~~respectively, ~~stock~~were ~~dividends~~capitalized ~~and~~as ~~the~~data ~~like~~center ~~and~~development ~~for issuances by the Company of common stock at a price per share that is less than the then-current conversion price, subject to certain exceptions~~cost.

~~F-14~~Note 4 – Convertible Debentures

InCONVERTIBLE ~~accordance with the Debenture, the Company has the right to prepay the Debentures upon providing 45 days of its intention to prepay.~~DEBENTURES

~~The~~Convertible ~~outstanding~~debentures ~~principal~~transactions ~~amount~~are ofsummarized ~~the~~as ~~Debentures~~follows ~~and~~for ~~all accrued interest thereon shall automatically be converted into shares of common stock at~~ the ~~then~~years ~~effective~~ended ~~conversion~~December ~~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 $4.00 per share~~31, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination or other similar recapitalization with respect to the common stock, or (ii) the execution by the Company of a long-term lease with a data center client for all or a substantial portion of the Company’s planned data center development project.

~~In December~~ SCHEDULE ~~2023,~~OF ~~the~~CONVERTIBLE Company offered the holders of the Company’s outstanding convertible promissory notes in the aggregate principal amount of $341,000 the option to convert such notes into the Company’s common stock at a price ranging from $0.51 to $0.54 per share. During the three months ended March 31, 2024, the Company converted principal and interest of approximately $341,000 and $119,000, respectively (a total of $460,000), for 884,942 shares of the Company’s common stock with a fair market value of approximately $6,928,000 as of the dates of conversion. As the terms of the conversion were not in accordance with the original conversion feature, the holders of such notes did not provide any concession to the Company, and there was not an inducement to the holders to convert. As the offer did not have a time limit, the Company has accounted for the conversion in accordance with ASC 470-50-40-4. The difference between the fair value of the consideration paid of approximately $6,928,000 and the liability of $460,000 was approximately $6,468,000, which was accounted for as a loss on liability settlement. The loss on the settlement was recorded as a loss on extinguishment of debt on the statement of operations for the three months ended March 31, 2024.DEBENTURES

Interest expense on these convertible promissory notes amounted to $32,000 and $439,000 for the years ended December 31, 2024 and 2023, respectively, of which $21,000 and $203,000, respectively, was capitalized as Data Center Campus Cost.

Principal	2025			2024
Balance, beginning of period	$	1,410,000		$	341,000
Principal balance, beginning of period	$	1,410,000		$	341,000
Additions		225,000			1,410,000
Conversions		-			(341,000	)
Balance, end of period		1,635,000			1,410,000
Principal balance, end of period		1,635,000			1,410,000

Debt issuance cost
Balance, beginning of period		97,000			-
Debt issuance cost balance, beginning of period		97,000			-
Additions		10,000			106,000
Amortization		(53,000	)		(9,000	)
Balance, end of period		54,000			97,000
Debt issuance cost balance, end of period		54,000			97,000

Net book value	$	1,581,000		$	1,313,000

~~Note~~In 5June –2024, ~~Commitments~~the Company initiated a private placement offering for its convertible debentures (the “Debentures”). The Debentures bear interest at 10.0% per annum with a default interest rate of 15.0% per annum. The principal amount and ~~Contingencies~~all accrued interest are payable on December 31, 2026. The holder of the Debentures has the option to convert the unpaid principal and interest into shares of the Company’s common stock at the conversion rate of $2.00 per share, subject to adjustment for stock splits, stock dividends and the like and for issuances by the Company of common stock at a price per share that is less than the then-current conversion price, subject to certain exceptions.

~~COMMITMENTS~~In accordance ~~AND~~with ~~CONTINGENCIES~~ the Debenture, the Company has the right to prepay the Debentures upon providing 45 day notice of its intention to prepay.

~~Litigation~~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 $4.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination or other similar recapitalization with respect to the common stock, or (ii) the execution by the Company of a long-term lease with a data center client for all or a substantial portion of the Company’s planned data center development project.

~~From~~For ~~time to time,~~ the ~~Company~~year ~~may~~ended ~~become~~December ~~subject~~31, ~~to legal proceedings~~2025, ~~claims~~the ~~and~~Company ~~litigation~~issued ~~arising~~Debentures in the ~~ordinary~~principal ~~course~~ amount of ~~business.~~$225,000 ~~The~~for ~~Company~~net isproceeds ~~not currently a party to any material legal proceedings, nor is the Company aware~~ of ~~any~~approximately ~~pending or threatened litigation that would have a material adverse effect on the Company’s business~~$215, ~~operating results, cash flows or financial condition should such litigation be resolved unfavorably~~000.

~~Employment~~Interest ~~Agreement~~expense on convertible promissory notes amounted to $159,000 and $32,000 for the years ended December 31, 2025 and 2024, respectively, of which $26,000 and $21,000, respectively, was capitalized as data center campus cost.

~~Chief Operating Officer~~F-14

InNote ~~June~~5 ~~2023,~~– ~~the~~Commitments ~~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 $250,000 per annum. The Executive’s base salary may be increased as certain milestones are met, such as 1) when the necessary governmental permits are granted to start construction of the Company’s initial data center, 2) once the initial data center is operational and at least 25% of the planned megawatts of collation capacity is leased. Also, at the discretion of the Company, following each calendar year of continued employment, the Executive shall be eligible to receive a discretionary bonus of up to fifty percent (50%) of Executive’s base salary during the first year of employment, up to seventy-five percent (75%) of Executive’s then-current base salary during the second year of employment, and up to one-hundred percent (100%) of Executive’s then-current base salary during Executive’s third year of employment. Payment of any bonus will be based on achieving certain goals and performance criteria established by the Company. In addition, the Executive was granted options to purchase 600,000 and 1,900,000 shares of the Company’s common stock.Contingencies

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.Litigation

~~Vice~~From ~~President~~time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of ~~Data~~business. The ~~Center~~Company ~~Development~~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.

OnNote ~~March~~6 1,– ~~2024,~~Stockholders the Company hired an individual as vice president of data center development with an annual salary of $225,000. The salary increases to $240,000 and $250,000 on the first and second anniversary dates, respectively. Also, the individual is eligible for an annual bonus of up to 25%, 35% and 40% of the annual salary for the first, second and third calendar years, respectively.Equity

OnStock April 1, 2024, the Company hired an individual as chief strategy and development officer vice president with an annual salary of $250,000. The salary increases to $275,000 and $300,000 on the first and second anniversary dates, respectively. Also, the individual is eligible for an annual bonus of up to 25%, 35% and 40% of the annual salary for the first, second and third calendar year end, respectively.Options

STOCKHOLDERS EQUITY

	Number of Shares		Weighted Average Strike Price/Share		Weighted Average Remaining Contractual Term (Years)		Weighted Average Grant Date Fair Value/Share		Intrinsic Value
Balance, December 31, 2023		6,854,000	$	0.53		7.0	$	0.51	$	0.44
Granted		1,350000		3.24		8.8		3.15		0.09
Forfeited		-		-		–		–		–
Exercised		–		–		–		–		–
Expired		-		-		-		-		-
Balance, December 31, 2024		8,204,000		0.97		7.8		0.94		0.73
Granted		350,000		1.99		8.2		1.97		-
Forfeited		1,837,500		2.33		9.1		2.08		–
Exercised		-		–		–		–		–
Expired		-		-		-		-		-
Balance, December 31, 2025		6,716,500		0.65		6.48		0.63		-
Vested and exercisable, December 31, 2025		3,436,500		0.66		4.85		0.65		-
Unvested, December 31, 2025		3,280,000	$	0.64		8.19	$	0.62	$	-

~~Stock~~The ~~Options~~Company had 6,716,500 outstanding stock options as of December 31, 2025, of which 4,291,500 outstanding options had a time-based vesting requirement, and the remaining 2,425,000 outstanding options had a performance-based vesting requirement, as follows:

The 350,000 options vests as follows:

	Time-based		Performance-based
CEO		500,000		500,000
COO		1,750,000		1,750,000
VP - Senior Counsel		175,000		175,000
Terminated employees - vested		212,500		-
Non-employees -Vested on issuance		1,654,000		-
Total		4,291,500		2,425,000

● 43,750 shares on each of the following dates July 16, 2025, July 17, 2026, July 16, 2027 and July 16,2028; ● Phase (a) 17,500 shares upon the award of a GMP contract to a construction manager/company; ● Phase (b) 35,000 shares upon completion of the initial site development plan and data center design and 100% construction documents; ● Phase (c) 17,500 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 onF- 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) 35,000 upon the completion of all Network Ready meet me rooms in the first data center; and ● Phase (e) 70,000 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.15

FIn May 2025, as described in Note 1 – Organization and Accounting Policies, the Company’s management shifted the core focus of the Company’s operations. As a result of this strategic shift, the original performance-16based milestone included in the employee stock option agreements were determined to be no longer achievable. The original milestones, which were tied to specific legacy business objectives, were rendered obsolete by the revised operational direction of the Company. The stock option agreements provided for the milestones to be modified with the mutual consent of the Company and the employees. In accordance with the terms of the stock option agreements, these milestones were modified by agreement of the Company and the affected employees to better align with the new business plan, as follows:

~~The~~Milestone ~~Company’s~~1 ~~management~~- ~~has~~Upon ~~accounted for~~ the ~~options~~execution inby ~~accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires~~ the Company toof ~~estimate~~an ~~the~~agreement ~~service~~to ~~period~~lease ~~over~~or ~~which~~purchase ~~the~~land ~~compensation~~for ~~cost will be recognized. Management has estimated that the first development phase~~ (a) ~~will~~a begeothermal ~~completed~~well ~~by June 30~~field, ~~2026,~~geothermal ~~the~~power ~~second~~plant or ~~development~~geothermal ~~phase~~cooling/heating plant, (b) byanother ~~December~~type ~~31,~~of ~~2025,~~clean ~~the~~energy ~~third development~~power ~~phase (c) by March 31~~plant, ~~2026,~~or ~~and the fourth and fifth development phases~~ (dc) ~~and~~pre- ~~(e)~~permitted byconstruction-ready ~~June 30, 2029. The estimated service~~building ~~period~~sites ~~will be adjusted~~ for ~~actual~~a ~~and~~data ~~expected~~center ~~completion~~or ~~date~~other ~~changes.~~facilities ~~Any~~to ~~such change will~~ be ~~recognized~~constructed ~~prospectively,~~pursuant ~~and~~to the ~~remaining deferred~~Company’s ~~compensation~~data ~~will~~center beinfrastructure ~~recognized over the remaining service period~~platform.

~~The~~Milestone ~~option~~2 ~~grant~~- ~~date~~Upon ~~fair value of $1,727,000 was calculated using~~ the ~~Black~~Company ~~Scholes~~receiving ~~fair~~all ~~value~~required ~~option-pricing~~approvals ~~model~~from ~~with~~local, ~~key~~county ~~input~~and ~~variables~~state ~~provided~~agencies byto ~~management,~~allow ~~as of~~ the ~~date~~ ofCompany ~~issuance:~~to ~~volatility~~proceed ~~range~~with ~~217.4%~~the toconstruction ~~233.0%, the~~and ~~fair~~development ~~value~~ of ~~common~~an ~~stock~~exploratory ~~$5.00~~geothermal well, ~~estimated~~ ~~life~~a ~~range~~geothermal ~~4.5 to~~power ~~5.3 years~~plant, ~~risk-free~~a ~~rate~~geothermal ofcooling/heating ~~range~~plant, ~~4.3%~~or another ~~and~~type ~~dividend rate~~ of ~~nil. For~~clean ~~the~~energy ~~years~~power ~~ended~~plant ~~December~~or ~~31,~~for ~~2024 and 2023,~~ the Company’s ~~recorded compensation expenses of approximately $124,000 and nil, respectively, which was capitalized as~~ data center ~~cost~~infrastructure platform.

OnMilestone 3 ~~April~~- 1,Upon ~~2024~~the ~~for~~execution by the ~~Chief~~Company ~~Strategy and~~(or ~~Development~~by ~~officer,~~a partnership or joint venture to which the Company ~~awarded~~is a ~~non-qualified~~party) ~~stock~~of ~~option~~an agreement pursuant to which a third party (a) will purchase 1power or heating/cooling,~~000~~ either as an off-taker of power or heating/cooling,~~000~~ (b) will purchase ~~shares~~infrastructure ofunder ~~the~~an ~~Company’s~~Infrastructure-as-a- ~~common~~Service ~~stock~~Agreement, at(c) as a utility company, will purchase ~~price~~power ofor ~~$2.62,~~heating/cooling under ~~which~~a ~~was~~power ~~the~~or ~~fair~~heating/cooling ~~market~~purchase ~~value~~agreement, ofor (d) through a partnership or joint venture agreement to which the Company’s ~~common~~is ~~stock~~a onparty, will purchase power or heating/cooling the ~~date~~partnership ofor ~~issuance~~joint venture produces or for data center infrastructure that the partnership or joint venture provides to such third party.

~~The~~Milestone 14 - Upon completion by the Company of construction of (a) a geothermal power plant,~~000~~ a geothermal heating/cooling plant,~~000~~ ~~options~~or ~~vests~~other astype of ~~follows:~~clean energy power plant, or (b) a data center infrastructure platform, and the receipt by the Company of all required operating permits from local, county or state officials for the operation of such plant or platform.

●Milestone 5 ~~168,750~~- ~~shares~~Upon on the ~~date~~operation ofby ~~issuance; ● 168,750 shares on each~~ the ~~1st~~Company, ~~2nd~~either ~~and~~directly ~~3rd~~or ~~anniversary dates of the issuance date; ● Phase (a) 32~~indirectly,~~500~~ ~~shares upon the Award~~ of a ~~GMP~~power ~~contract~~plant, ~~to a construction manager~~heating/~~company;~~cooling ●plant ~~Phase~~or ~~(b)~~other ~~65,000~~type ~~shares upon completion~~ of ~~the~~clean energy ~~initial~~power ~~site development plan and data center design and 100% construction documents; ● Phase (c) 32~~plant,~~500~~ ~~shares~~or ~~upon~~an ~~the~~infrastructure ~~Company receiving permits necessary to start construction of the data center site and facilities; ● Phase (d) 65~~platform,~~000~~ ~~shares~~at ~~upon the completion of~~ an ~~all-network~~operating ~~ready~~expense ~~meeting rooms in the first data center; and ● Phase~~ (eOPEX) ~~130,000 shares upon the completion~~ of ~~construction~~40% ofor aless ~~customer-ready~~in ~~data~~any ~~center~~full ~~facility~~fiscal ~~and receipt of a conditional occupancy permit for a data center facility~~year.

The ~~Company’s~~outstanding ~~management~~performance-based ~~has~~awards ~~accounted~~at 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~~are ~~third~~as 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.follows:

~~The option~~SCHEDULE ~~grant~~OF ~~date~~OUTSTANDING ~~fair value of $2,437,000 was calculated using the Black Scholes fair value option~~PERFORMANCE-~~pricing~~BASED ~~model~~AWARDS with key input variables provided by management, as of the date of issuance: volatility range 166.28% to 243.04%, the fair value of common stock $2.62, estimated life range 2.38 to 5.0 years, risk-free rate of range 4.34% to 4.72% and dividend rate of nil. For the years ended December 31, 2024 and 2023, the Company recorded compensation expenses of approximately $1,317,000 and nil, respectively, which was capitalized as data center cost.ACTIVITY

F-17

	CEO		COO		VP- Senior Counsel		Total
Milestone 1		100,000		350,000		35,000		485,000
Milestone 2		100,000		350,000		35,000		485,000
Milestone 3		100,000		350,000		35,000		485,000
Milestone 4		100,000		350,000		35,000		485,000
Milestone 5		100,000		350,000		35,000		485,000
Total		500,000		1,750,000		175,000		2,425,000

~~December 2023 Stock Options~~F-16

InThe ~~December~~revised ~~2023,~~performance-based milestones were at the ~~Board~~time of ~~Directors~~the ~~approved~~modification directly linked to the ~~issuance~~execution of ~~stock~~the ~~options~~Company’s tonew business ~~the~~model ~~directors~~at ~~for~~such time, most notably, the ~~purchase~~acquisition or leasing of ~~500,000,~~land ~~750,000~~suitable ~~and~~for geothermal development. The identification ~~404~~of prospective locations has emphasized areas with sufficient geothermal activity,~~000~~ evidenced by the presence of other operational or in-development facilities in the ~~Company’s~~same ~~common~~geographic ~~stock~~regions. However, ~~for~~as aof ~~total~~the date of ~~1,654,000~~the ~~shares~~modification, to the ~~three~~Company ~~directors~~remained ~~(“Directors~~in ~~Options”)~~an exploratory ~~for~~and annegotiation ~~exercise~~stage ~~price~~and ofhad ~~$0.54~~not identified, ~~which~~nor ~~was~~entered ~~the~~into ~~fair~~any ~~market~~definitive ~~value~~land oflease or purchase agreements. Also, if the Company’s finds ~~common~~suitable ~~stock~~land onfor the ~~date~~project, ofthere ~~issuance.~~can ~~The~~be ~~Director~~no assurance that financing to lease or acquire ~~Options~~the ~~vested~~land onwill ~~December~~be ~~31,~~available ~~2023~~in ~~and~~sufficient ~~expire~~amounts and on ~~December~~acceptable ~~29, 2030~~terms.

The ~~Director~~Company ~~Options~~evaluated ~~grant~~the ~~date~~modification ~~fair~~of ~~value~~the ofperformance-based ~~approximately~~awards ~~$860~~under ASC 718,~~000~~ ~~was~~Compensation ~~calculated~~– ~~using~~Stock Compensation and determined that the ~~Black~~change ~~Scholes~~represented ~~fair~~a ~~value~~Type ~~option~~IV “improbable-~~pricing~~to-improbable” ~~model with~~modification. ~~key~~That ~~input~~is, ~~variables~~both ~~provided~~the byoriginal ~~management~~and asnew ofmilestones were ~~the~~not ~~date~~considered probable of ~~issuance:~~achievement ~~volatility~~at the time of ~~224~~modification.~~03%,~~ Because the ~~fair~~Company ~~value~~is ofin ~~common~~the ~~stock~~early ~~$0.54, estimated~~stages ~~life~~ of ~~3.5~~exploring ~~years,~~and negotiating ~~risk-free~~suitable ~~rate~~land, ofand ~~4.12%~~considering ~~and~~potential ~~dividend~~challenges ~~rate~~such ofas ~~$0.~~regulatory ~~The~~delays, ~~Director~~market ~~Options~~competition, ~~grant~~or ~~date~~failure ~~fair~~to ~~value~~reach ofagreement with ~~$860~~landowners,~~000 was~~ ~~included~~there inremains ~~the~~substantial ~~equity-based~~uncertainty ~~compensation~~regarding in the ~~Statement~~achievement ofand ~~Operations~~timing ~~for~~of the ~~year~~new ~~ended~~milestone; ~~December 31, 2023.~~therefore:

~~In December~~● ~~2023,~~Original ~~the~~milestone: ~~Board~~Not ofprobable ~~Directors approved the issuance~~ of ~~stock~~achievement, ~~options~~as to the ~~Company’s~~related ~~CEO~~business ~~and~~objective ~~COO~~was ~~for~~discontinued. ~~the~~● ~~purchase~~New ofmilestone: 1Also,~~000,000 and~~ ~~1,000,000,~~not ~~respectively~~probable ~~(“2023~~at ~~Executive~~the ~~Options”)~~time ~~for an exercise price~~ of ~~$0.54~~modification, ~~which~~as ~~was~~substantial ~~the~~uncertainty ~~fair~~remained ~~market~~regarding ~~value of~~ the ~~Company’s~~successful ~~common~~acquisition ~~stock~~or onleasing ~~the date~~ of ~~issuance.~~suitable ~~The 2023 Executive Options vest, as follows:~~land.

~~The~~As ~~both~~a ~~the~~result, ~~CEO~~consistent ~~and~~with ~~COO~~ASC 1718-20-55-108,~~000,000~~ no compensation expense related to these performance-based stock options ~~vest~~has ~~and~~been ~~become~~recognized as ~~exercisable~~of the modification date. The fair value of the modified awards is measured as ~~follows:~~of the modification date, but compensation cost will not be recognized until it becomes probable that the revised milestone will be satisfied.

	(1)	166,667 shares on each of December 6, 2024, 2025 and 2026 for a total of 500,000 shares, upon vesting the options have a life of seven years.
	(2)	the remaining 500,000 shares based on the Company completing the following milestones (upon vesting the options have a life of seven year):

The Company will continue to evaluate, at each reporting date, whether it has become probable that the new performance milestone will be achieved. Factors considered include, but are not limited to:

a.● ~~100,000~~Progress ~~shares~~on ~~upon~~negotiations ~~completion~~for ofland ~~the~~acquisition ~~initial~~or ~~site~~lease ~~development~~agreements. ~~plan~~● ~~and~~Developments ~~Data~~in ~~Center~~regulatory ~~design,~~approvals ~~and~~or ~~submission~~permitting ~~of a complete set of plans to Imperial County Planning and Development Department~~ for ~~approvals~~onsite ~~and permits. b. 100,000 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-~~geothermal 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)projects. c.● ~~100,000~~Changes ~~shares)~~in ~~upon~~ the ~~completion~~competitive 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 asmarket alandscape ~~wholesale colocation building~~ for ~~enterprise~~onsite ITpower ~~customers. d. 200,000 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~~geothermal ~~wholesale colocation facility’s capacity~~sites.

~~The~~Once ~~Company’s~~ management ~~has~~concludes ~~accounted~~that ~~for~~achieving the ~~2023~~milestone ~~Executive~~has ~~Options~~become inprobable, ~~accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires~~ the Company towill ~~estimate~~begin ~~the~~recognizing ~~service period over which the~~ compensation cost ~~will~~for ~~be recognized. Management has estimated that~~ the ~~first development phase (a) will be completed by December 31~~modified options, ~~2025,~~reflecting the ~~second~~fair ~~development~~value ~~phase~~at ~~(b) by June 30, 2029,~~ the ~~third~~modification ~~development~~date. ~~phase~~If ~~(c)~~it bybecomes ~~April 1~~probable, ~~2025 and~~ the ~~fourth~~cumulative ~~development~~catch-up ~~phase~~adjustment ~~(d) by June 30, 2027. The estimated service period~~ will be ~~adjusted~~recognized in ~~for~~that ~~actual~~period, and ~~expected~~expense ~~completion date changes. Any such change~~ will be recognized prospectively, ~~and~~over the ~~remaining deferred~~vesting ~~compensation~~period ~~will~~for beany ~~recognized over the~~ remaining ~~service~~requisite ~~period~~service.

The ~~2023~~following ~~Executive~~table ~~Options~~summarizes ~~grant~~the ~~date~~recapture ~~fair value~~ of ~~$1,060,000 was calculated using the Black Scholes fair value option~~equity-~~pricing~~based ~~model~~compensation ~~with key input variables provided by management,~~ as ofit ~~the date~~pertains ofto each issuance: ~~volatility~~and ~~range of 232.67% to 235.04%,~~ the ~~fair~~breakdown ~~value~~between ~~of common stock $0.50,~~capitalized ~~estimated life range of 4.5 years to 4.77 years, risk-free rate of 4.12%~~ and ~~dividend~~expensed ~~rate~~for ~~of $0. For~~ the ~~years~~year ended December 31, 2024 and 2023, the Company recorded compensation expenses of approximately $645,000 and $59,000, respectively, of which approximately $253,000 and $21,000 was expensed as compensation expense and approximately $392,000 and $38,000 was capitalized as data center cost.2025

F Schedule of Recapture of Equity-18based Compensation pertains to each Issuance between Capitalized and Expensed

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 350,000 and 350,000, for each consultant (collectively “2023 Consultant Options”) for an exercise price of $0.54, which was the fair market value of the Company’s common stock on the date of issuance.

		Total		Expensed		Capitalized		Q1 2025 - Employee Terminations (Capitalized)
			Q2 2025 - Project Abandonment
	Total		Expensed		Capitalized		Q1 2025 - Employee Terminations (Capitalized)
Vice President and Sr. Counsel (January 2025)	$	54,000	$	-	$	54,000	$	-
Consultant (November 2024)		366,000		-		366,000		-
Chief Strategy and Development officer (December 2023		987,000		-		-		987,000
Date Center Development adviser (December 2023)		88,000		-		-		88,000
CEO and COO (December 2023)		135,000		135,000		-		-
CEO and COO (December 2023)		225,000		-		225,000		-
COO (June 2023)		101,000		101,000		-		-
COO (June 2023)		302,000		-		302,000		-
Totals	$	2,258,000	$	236,000	$	947,000	$	1,075,000

~~The~~During the year ended December 31, 2025, the Company ~~350~~recaptured approximately $2,258,000 of stock-based compensation expense, of which (i) $1,183,000 related to performance-based stock options ~~for~~with ~~data~~$947,000 classified ~~center~~as ~~development~~abandoned ~~consultant~~project ~~vest~~cost and $236,000 classified as ~~follows:~~stock-based compensation expense, and (ii) $1,075,000 related to Q1 2025 terminated employees and classified as abandoned project cost.

	(1)	43,750 shares on each of December 6, 2024, 2025 2026 and 2027 for a total of 175,000 shares, upon vesting the options have life of seven years.
	(2)	the remaining 175,000 shares based on the Company completing the following milestones (upon vesting the options have a life of seven year):

For the year ended December 31, 2025, the total equity-based compensation expense was a net recapture of $1,515,000. The Abandoned project cost included an expense of $427,000 which was offset by the recapture of $2,022,000. The stock-based compensation expense was $316,000 offset by the recapture of $236,000 related to the performance-based stock options for a net expense of $80,000.

a.For ~~35,000 upon completion of~~ the ~~initial~~year ended ~~site~~December ~~development plan and Data Center design and 100% Construction Documents. b. 17~~31,~~500~~ ~~upon the Award of a GMP contract to a construction manager/company c. 17~~2024,~~500~~ ~~shares upon~~ the ~~Company~~total ~~receiving~~equity-based ~~permits~~compensation ~~necessary~~was toapproximately ~~start construction of the data center site and facilities (including but not limited to power substation~~$2, ~~water delivery~~749,000 ~~pumping,~~of ~~storage~~which ~~and~~approximately ~~onsite distribution systems~~$2, ~~fiber conduit lines and communications systems~~380,000 ~~and~~was ~~on-site~~capitalized as ~~roads,~~Data ~~water,~~Center ~~power~~Campus ~~and communications grid~~costs, ~~buildings, perimeter walls~~ and ~~security systems). d. 35~~$369,000 ~~upon~~was ~~the completion of all Network Ready meet me rooms in the first data center e~~expensed. ~~70,000 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~~In ~~Company’s~~January ~~management~~2025, ~~has accounted for~~ the ~~data center development consultant options in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the~~ Company issued to ~~estimate~~ the ~~service~~Vice ~~period~~President ~~over~~and ~~which the compensation cost will be recognized~~Sr. ~~Management~~ ~~has~~counsel, ~~estimated~~Real ~~that~~Estate, ~~the~~Land ~~first~~Use ~~development~~and ~~phase~~Governmental (Affairs, a) ~~will be~~non-qualified ~~completed~~stock byoption ~~June~~agreement ~~30,~~for ~~2026,~~ the ~~second~~purchase ~~development~~of ~~phase (b) by December 31~~350,000 ~~2025,~~shares ~~the~~of ~~third development phase (c) by March 31, 2026, and~~ the ~~fourth~~Company’s ~~and~~common ~~fifth~~stock ~~development~~for ~~phases~~an ~~(d)~~exercise ~~and~~price ~~(e)~~of by$1.99 ~~June~~per 30share, which ~~2029.~~was ~~The~~the ~~estimated~~fair ~~service~~value ~~period~~of ~~will~~the beCompany’s ~~adjusted for~~common ~~actual~~stock ~~and~~on ~~expected~~the ~~completion~~grant date ~~changes~~. ~~Any~~The ~~such~~option ~~change~~vesting ~~will~~as beto ~~recognized prospectively~~350,000 ~~and~~shares ~~the~~of ~~remaining~~common ~~deferred~~stock ~~compensation~~as ~~will be recognized over the remaining service period.~~follows:

The data center development consultant options grant date fair value of $189,000 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 322.83%, the fair value of common stock $0.50, estimated life of 5.5 years, risk-free rate of 4.12% and dividend rate of $0. For the years ended December 31, 2024 and 2023, the Company recorded compensation expenses of approximately $104,000 and $7,000, which was capitalized as data center cost.

	●	The option becomes exercisable as to 43,750 shares of common stock on January 16, 2026 and shall vest and become exercisable as to an additional 43,750 shares of common stock 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 option vests as to the remaining 175,000 shares of common stock based on the employee completing the modified milestones, as disclosed above.

~~The 350,000 options for the executive advisor will vest based on the following performance milestones:~~F-17

a.The Company’s ~~70,000~~management ~~upon~~has ~~completion~~accounted offor the ~~initial~~options ~~site~~in ~~development~~accordance ~~plan~~with ~~and~~ASC ~~data~~718, ~~center~~which ~~design~~requires ~~and~~the ~~100%~~Company ~~construction~~to ~~documents.~~estimate b.the ~~35,000~~service period ~~upon~~over which the ~~award~~compensation ofcost awill ~~GMP~~be ~~contract~~recognized. toManagement ahas ~~construction~~estimated ~~manager/company.~~that c.the ~~35,000~~first ~~options~~and ~~upon~~second ~~the~~development ~~Company~~phase ~~receiving~~(a) and ~~the~~(b) ~~permits~~will ~~necessary~~be tocompleted ~~start~~by ~~construction~~December of31, 2025, the ~~data~~third ~~center~~development ~~site~~phase ~~and~~(c) ~~facilities.~~by d.March 7031,~~000~~ ~~options~~2026, ~~upon~~and the ~~completion~~fourth ofand afifth ~~network-ready~~development phases ~~meeting~~(d) ~~room~~and in(e) ~~the~~by ~~first~~June ~~data~~30, ~~center~~2029. e.The ~~140,000~~estimated ~~options~~service ~~upon~~period ~~the~~will be adjusted for actual and expected completion ofdate ~~construction~~changes. ofAny such achange ~~customer-ready~~will ~~data~~be ~~center~~recognized ~~facility~~prospectively, and ~~receipt~~the ofremaining adeferred ~~conditional~~compensation ~~occupancy~~will ~~permit~~be ~~for~~recognized aover ~~data~~the ~~center~~remaining ~~facility~~service period.

Filing Compare · CalEthos, Inc.