What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-09 compared with 2023-04-17 · 240 added, 162 removed, 27 unchanged (94% of the section changed)

History and Recent Developments

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.

May 24, 2013, our then majority stockholders sold their interests in our company to RealSource Acquisition Group, LLC, a Utah limited

liability company, and Chesterfield Faring Ltd., a New York corporation, and on July 11, 2013, we changed our corporate name to RealSource

Residential, Inc.

Our initial business strategy in 2013 was to engage in various real estate related businesses.

However, in 2016 we

disposed of all of our real estate and other assets and continued operations as a public “shell” company.

September 12, 2018, M1 Advisors, LLC, a Delaware limited liability company controlled by Michael Campbell, our current Chief Executive

Officer and a director of our company (“M1 Advisors”), acquired a controlling interest in our company, and on December 20,

2018, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to (i)

change our corporate name from “RealSource Residential, Inc.” to “CalEthos, Inc.” and (ii) to increased our authorized

shares of common stock from 4,000,000 shares to 100,000,000 shares.

This amendment became effective immediately upon filing on December

intention in acquiring the public company was to use it as a financing and acquisition vehicle for building a chain of large-format cannabis

retail superstores to serve the needs of the rapidly-growing Southern California market.

Over the subsequent two-year period, management

assembled a number of acquisitions for retail licenses, store leases and display agreements with numerous cannabis brands as part of

executing its business plan.

However, once the COVID 19 pandemic lockdowns hit in early 2020 and Federal legalization of cannabis did

not materialize after the 2020 elections, funding for cannabis-related businesses became less available and by the end of 2020, we concluded

it would be better to pursue other business opportunities for our public company.

After months of research, we determined there was a

sizable opportunity to develop and manufacture high-performance computer systems for the cryptocurrency mining industry.

In March 2021,

we created a new business plan to develop a five nanometer ASIC chip and bitcoin mining computer system in South Korea utilizing Samsung

technology and foundry capacity.

August 2021, we hired an experienced chief technology officer from the chip industry to lead our product development and in September

2021, we closed a convertible debt financing of $3.5 million to fund the initial phase of product development.

In connection with such

capital raise, our board of directors determined that we are no longer a shell company, as defined in Rule 12b-2 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

November 5, 2021, we incorporated AIQ System Inc.

(“AIQ”), as a wholly-owned subsidiary in Seoul, Republic of Korea to

support our product development efforts and to manage all of our computer chip and system development teams and activities.

the subsequent eight months ended June 30, 2022, the bitcoin market went into decline, and we decided to abandon our chip and system

development efforts and to discontinue the operations of AIQ as of July 1, 2022.

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.

After the bitcoin market bottomed out in June 2022, we determined that we could develop a profitable business

by offering data center colocation services to a larger customer base of enterprise companies.

As of July 1, 2022, we commenced

our current operating plan to focus solely on the development and construction of clean-energy powered data centers that will utilize

immersion and liquid-cooled and conventional energy efficient systems and will provide clean-energy-powered colocation services to

large enterprise information technology (IT) customers.

To this end and to implement our

going-forward plan, on March 28, 2023 we hired Joel Stone.

a senior data center executive with 24 years of data center experience, as our

President and Chief Operating Officer, and on March 30, 2023, we completed negotiations and signed an option agreement to acquire 80 acres

of commercially-zoned land in Imperial County, California that is surrounded by nearby geothermal power plants and solar farms.

currently in the process of negotiating with various power producers in the area to provide us with clean energy and with communication

companies for access to their close-by long-haul and dark fiber networks.

an experienced data center executive on board and the property under contract, we intend to complete a land use plan that will be submitted

for approval to local authorities and to apply for permits to start construction.

We expect, based on all related factors, that a submittable

plan, which will include data center and infrastructure design, will take between four to six months to complete.

Once submitted for

approvals and permits, it is expected that it could take another three to six months or more before we receive the required permits for

construction, and that the construction could take another six to eight months or more to complete depending on supply chain issues at

the time for data center, electrical and communication connectivity components of the data center build.

The foregoing time estimates

are preliminary and are subject to change.

In addition, there can be no assurance that our use plan will receive all required regulatory

approvals or that we will be issued the required approvals or permits necessary to complete construction of the data center we intend

we move through the development process to build a clean-energy powered data center for enterprise IT customers, we will continue to

refine and finalize the courses of action needed to implement our business plan and operations.

As a result, management has not fully

determined our actual short-term or long-term capital requirements, which management expects to be substantial.

are in the early stages of implementing our plan for the construction and operation of clean-energy-powered data centers to lease to

large enterprise information technology (IT) customers that are creating or addressing the growing demand for AI, Cloud and High-Performance

Computing (HPC) digital services.

Data centers are highly-specialized and secure buildings that house networking, storage and communications

technology infrastructure, including servers, storage devices, switches, routers and fiber optic transmission equipment.

They are designed

to provide the space, power, cooling and network connectivity necessary to efficiently operate mission-critical IT equipment.

Telecommunications

carriers and internet providers typically provide network access into a data center through optical fiber connections.

The demand for

data center infrastructure is being driven by many factors, but most importantly by significant growth in data and increased demand for

data processing and storage infrastructure.

The market for data center facilities includes established “traditional” enterprises

that are web-enabling their applications and business processes, as well as cloud-centric companies with sophisticated technology requirements.

are many types of data centers and service models available in the marketplace.

Generally, their classification depends on whether they

are owned by one or many organizations, how they fit into the topology of other data centers, what technologies they use for computing

and storage, and even their energy efficiency.

However, there are four main types of data centers:

Data Centers.

These are built, owned and operated by companies and are optimized for their end users.

Most often they are housed

on the corporate campus.

Services Data Centers.

These data centers are managed by a third party (or a managed services provider) on behalf of a company.

company leases the equipment and infrastructure instead of buying it.

Colocation Data Centers.

In colocation (“colo”) data centers, a company rents space within a data center owned by others

and located off company premises.

The colocation data center hosts the infrastructure:

building, cooling, bandwidth, security, etc.,

while the company provides and manages the components, including servers, storage, and firewalls.

Data Centers.

In this off-premises form of data center, data and applications are hosted by a cloud services provider such as Amazon

Web Services (AWS), Microsoft (Azure), or IBM Cloud or other public cloud provider.

are developing our business model to compete in the wholesale colocation segment of the data center services industry, which is focused

on providing data center space to companies that provide the processing, networking and storage of data.

With the move to treat data

as an asset, the data services market is expected to experience significant growth over the next decade.

Industry automation and digital

businesses are expanding, and these businesses are expected to require huge amounts of data for their businesses.

North America is the

most advanced region globally and data center services are in high demand.

planning for our initial data centers, we are in discussions with several large companies that would lease all or part of the data center

campus, with the intention of cultivating long-term strategic relationships with them once they become our customers and providing them

with solutions for their data center facilities and IT infrastructure requirements.

We initially intend to provide clean-energy powered

wholesale colocation space with flexibility for customers to scale for future growth.

As currently contemplated, our offerings will provide

clean energy power, flexibility, reliability and security delivered through a tailored, customer-service-focused platform that will be

designed to foster long-term relationships.

Our plan is to focus on technology and large cloud computing customers that are expanding

their services rapidly in the public and private cloud environments to provide them with solutions that address their current and future

We expect that our facilities and construction design will allow us to offer flexibility in rack density and power resiliency,

and the opportunity for expansion as our customers’ needs grow.

of Operations

of the filing of this Report, we have hired Joel Stone as our President and Chief Operating Officer and signed an option agreement to

acquire land for our planned large-scale, 100% geothermal/solar-powered, clean energy, data center operation.

complete the initial phase of our planned data center, we are now negotiating agreements for clean energy and fiber connectivity.

Over the next couple of months, we plan to finish negotiations with the local geothermal and solar power producers to deliver the

clean energy we require to power our data center and to complete agreements with multiple communication providers for access to

their close-by long-haul and dark fiber communication networks for data center connectivity.

believe that the significant experience of our new President and Chief Operating Officer in both building and operating data centers

and his industry relationships will be instrumental in helping us acquire the required third-party resources and assets and the management

team and staff necessary to execute our business plan.

In addition to acquiring the principal components (experienced personnel, land,

clean energy, and fiber connectivity) for our data center plan, we are also in the process of developing partnerships with leading-edge

containerized and modular designed immersion and liquid cooled data center system providers, whose systems we will offer for rent to

our customers.

We believe that, when construction of our data center is complete, the principal differentiators

of our data center operation in the marketplace are expected to be – we are powered by 100% certified clean energy, and we provide

leading-edge immersion and liquid cooled data center systems that will support the ever-increasing power and cooling needs of high-performance

enterprise IT computer systems.

the colocation segment of the data center industry, the customer typically leases the building/shell or data hall/suite level

rather than the smaller scale of retail colocation (racks/cages/cabinets).

Projects generally involve heavily-customized builds, although

many operators in this segment are moving toward a mix of build-to-suit and turnkey offerings.

Customers of colocation are

typically hyperscale content and media/entertainment providers, scale-oriented cloud service providers, hosting and IT managed services

providers, and telecommunications companies.

due to the ever-growing amounts of digital data being created on social media, and from internet streaming, gaming and overall

internet use, and the need for digital data to be readily available for consumption on the internet, and because of the migration of

software and computer applications to the cloud and their use, we believe there is a severe shortage of data center space in the

global market.

In some of the principal U.S.

markets, there are wait times of up to a five-years for additional capacity.

for new data center space is expected to continue growing at a high rate for the foreseeable future based on following recent

industry reports:

Center Market - The market size is estimated to grow by $615.96 billion from 2021 to 2026, growing at a compound

annual growth rate (CAGR) of 21.98% according to Technavio’s February 2022 market report.

Data Centers - The U.S.

Green Data Center Market Size was valued at $13.79 billion in 2022 and is expected to reach $24.20 billion by

2028, growing at a CAGR of 9.82% during 2022 to 2028 according to Arizton’s March 2023 industry report.

Center as a Services (DCaaS) - The global data center as a service market size was valued at $52.7 billion in 2021 and is expected to

expand at a CAGR of 26.2% from 2022 to 2030 according to Grand View Research’s January 2022 - Data Center As A Service Market Size

& Growth Report.

believe the Imperial County, California site we have optioned is a unique location in that it will provide us with a rare opportunity

to acquire commercially-zoned land on which we can combine nearby direct clean geothermal/solar energy with a 24/7 data center operation.

also 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 enterprise IT companies to meet their shareholder and customer commitments to have an ESG-compliant, clean digital footprint

are developing our business model to compete in the colocation segment of the data center services industry, which is focused on

providing the processing, networking, and storage of data.

With the move to treat data as an asset, the data services market is

expected to experience significant growth over the next decade.

Industry automation and digital businesses are expanding, and these

businesses are expected to require huge amounts of data for their businesses.

North America is the most advanced region globally and

data center services are in high demand.

competition in the data center industry is primarily driven by the increasing presence of small and large-scale service

providers globally.

The key participants in the data center colocation market are Digital Realty Trust, Equinix, CenturyLink,

CyrusOne and China Telecom Corporation Limited, among many others.

Business ventures throughout the world are progressively

competing for market share by providing services to arrange information, store data, and benefit from cloud services.

together with the increasing demand of businesses to store increasing amounts of media and other information, represents gigantic

development in the market for cloud services.

data center services market is segmented by service (infrastructure, cloud and hosting, networks, consulting, and virtualization), data-center

(Tier 1, Tier 2, Tier 3, and Tier 4), end-user industry (BFSI, Healthcare, Retail, Manufacturing, and IT and Telecom), deployment mode

(On-premise and Cloud), and geography.

a new entrant into the data center marketplace, we will compete against larger, more established and better capitalized companies

of the filing of this Report, we have completed Phase I and entered into Phase II of our data center development plans.

In the initial

phase of our project, we signed an option agreement on March 30, 2023 to acquire 80 acres of commercially-zoned land in Imperial County,

California that is surrounded by nearby geothermal power plants and solar farms.

We believe this site is a unique location in that it

will provide us with a rare opportunity to acquire commercially-zoned land on which we can combine nearby direct clean geothermal/solar

energy with a 24/7 data center operation.

We believe 100% clean-energy-powered data centers are an important element in the ability of

to meet its carbon neutral climate goals and for hyperscale and enterprise IT companies to meet their shareholder and customer

commitments to have an ESG-compliant, clean digital footprint before 2030.

As a result, we believe the availability of nearby clean energy

for our Imperial County site will provide us a significant competitive advantage in the marketplace.

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:

HDR Engineering, Inc., a global professional services firm specializing in architecture, engineering ,

environmental and construction services (“HDR Engineering”), to complete a site assessment, project feasibility

study, and the initial shovel-ready site development plan for our Imperial County site.

ZGlobal, Inc., a power engineering and energy solutions firm (“ZGlobal”), to assess all available power and transmission

routes in the immediate area of the site and to develop a plan to access power from close by geothermal and solar producers via Behind-The-Meter,

Off-Take and Power Purchase Agreements directly and through agreements with the local grid operator.

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

on the project assessment, feasibility and initial shovel-ready site plan 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 80-acre parcel

in Imperial County, California to support a 300-megawatt (MW) critical IT load data center campus of up to one million square feet of

rentable colocation space utilizing baseload geothermal and supplemental solar from local power producers.

Our site is industrial zoned,

approved for data center use and today has access to up to 500MW of clean energy that can be delivered to it through two separate highly-reliable

230kV high-voltage transmission lines.

the end of December 2023, we started Phase II of our data center development plan.

Phase II includes 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 customer pre-qualification requirements.

During this phase, we will also develop requests for proposals (RFPs) and contract packages

for contracting an engineering/design firm and general contractor.

In addition, we will ramp up our operating staff to support the infrastructure

and buildings design processes and the development of building plans and the permit packages.

We will also undertake and complete utility

studies, transmission planning, substation design and the next level of geotechnical testing.

the next few months, we plan to complete our negotiations with the local grid operator to deliver geothermal and solar power to our

Imperial County site directly from local producers and to have selected and contracted our architect/engineering firm and general

In addition, we expect that it will take three to six months to complete the necessary customer pre-qualifications and

basic infrastructure and building designs required to negotiate a letter of intent with a customer that will lease all or a

substantial portion of our planned data center capacity.

We are currently in discussions with a number of companies that are

interested in leasing wholesale colocation space under a long-term lease and we are entertaining build-to-suit arrangements with a

number of potential customers.

Based upon the interest we have received from potential customers, we expect that we will have a

letter of intent signed by the end of the second quarter or the beginning of the third quarter of 2024 t lease all or a substantial part of the development.

plan to start the design process for our initial data center in the beginning of May 2024 and to have plans and permit packages completed

by the end of 2024.

If those components of Phase II are completed as planned, we would then start the initial phase of construction in

January of 2025.

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, management has not fully determined our actual short-term or long-term capital requirements for our

initial project, which management expects to be substantial.

Data Center Industry

to a March 2023 report of Prescient & Strategic Intelligence Pvt.

Ltd., a market intelligence and consulting firm, the data

center industry is large and on pace to grow rapidly, from $263 billion in 2022 to over $602 billion in 2030 .

industry is not only large, but also very profitable.

According to Dgtl Infra LLC, a digital infrastructure advisory firm, the

larger data center developer/operator companies average 50% EBITDA on lease revenues.

Those that are publicly traded are valued at

an average of 25 times EBITDA .

key metric for the industry is the cost per kilowatt-of-power-per-month ($/kW/Mo.), which drives lease revenues.

According to the

Evercore Digital Infrastructure Sector Update for the third quarter of 2023 (the “Evercore Report”) of Evercore, a

leading global independent investment bank, hyperscale lease transactions (transactions involving the lease of 100MWs or more of

data center capacity) in the U.S.

are being consummated at $130/kW/Mo.

or higher vs.

$65-75 just three years ago, and some

wholesale colocation customers are paying as high as $165/kW/mo.

key metric in the data center industry is the kilowatt (kW) of power-per-data-center-rack (the density of power a cabinet of servers

or data storage systems consumes).

According to the Evercore Report, historically, this metric has averaged 8-10kW per rack over the

last ten years.

However, because of artificial intelligence (AI) and other high performance computing (HPC) requirements, data center

rack power densities are climbing upwards towards 100kW per rack.

These higher rack densities require liquid-cooled systems rather

than the conventional air-cooling methods that have been the standard for decades.

Based on an average rack density of 20-40kW per

rack, data center build costs over the last two to four years have averaged $10 to $15 million per megawatt.

However, today, because of the new power

and cooling requirements, build costs for data center developments are projected to be more in the range of $15 to $20 million per

a result of these changing dynamics, demand for data centers is intensive for both more facilities and greater power density.

Evercore Report it was noted that during the third quarter of 2023, every data center under construction was pre-leased two to five

years in advance of occupancy.

The key constraint for the growth of data centers is the availability of power.

However, in the

Evercore Report, Evercore, noted that during the third quarter of 2023, on a nationwide basis, there was no availability

of contiguous data center capacity above 10MW, and only three blocks of 5 MWs were available.

To illustrate the power constraint,

today’s data center developments start in increments of 100MW, while mega-campuses of 1GW or more are being

meet the growing demands of the digital world, it is projected by McKinsey & Company that the industry will increase energy

consumption from 17GW today to over 35GW by 2030.

This projected increase in demand for power

has left data center developers and operators searching for electricity in any region with available power, land for construction

and sufficient network bandwidth .

second consideration is the environmental impact of power generation and use.

Sustainability regulations are projected to become more

difficult to meet, and it is expected that using renewable energy credits (RECs) to offset carbon footprints of conventional power sources

will no longer qualify.

Today, less than 5% of the energy powering data centers is clean.

competition in the data center industry is primarily driven by the increasing presence of small- and large-scale service providers globally,

and we will compete with numerous developers, and public and private owners and operators of technology-related real estate and data

The key participants in the data center colocation market are Digital Realty, Equinix, CyrusOne, QTS, and, Vantage, Compass,

among many others.

In addition, we may face competition from other new entrants into the data center market.

Many of our current and

potential competitors may have significant advantages over us, including greater name recognition, longer operating histories, pre-existing

relationships with current or potential customers, significantly greater financial, marketing and other resources, ownership of more

data centers and data centers that are more broadly distributed geographically, access to less expensive power, and more robust interconnected

hubs in certain geographic markets.

All of these potential advantages could allow competitors to respond more quickly to new or changing

opportunities.

In addition, once we are operational, if our competitors offer space, power and/or interconnection services at rates below

current market rates, or below the rates we are then charging our customers, we may lose potential customers or be pressured to reduce

our rental rates below those we are then charging or have modelled in order to retain customers when our customers’ leases expire.

a new entrant into the data center marketplace, we will compete against the larger, more established and better capitalized companies

that today control the majority of market share.

We believe our principal advantages will be our location, which provides us with

access to an abundance of reasonably-priced local geothermal and solar energy to power a 24/7 data center operation, the various

immersion and liquid cooled data center racking systems we will offer as a colocation service and our proximity to the Southern

California market and the multitudes of companies utilizing high- performance computing that want close-by data center space.

intellectual property will consist of data center designs and systems for supporting containerized, immersion and liquid cooled data

center systems that we will deploy for colocation services to enterprise IT customers.

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 service offerings and data center management systems.

However, as of the date of this

Report, we do not have any patents or registered trademarks.

We believe our principal advantages will be our location, which provides us with access

to an abundance of reasonably-priced local baseload geothermal and supplemental solar energy to power a 24/7 data center operation, low-latency

connectivity to major market hubs, the various power distribution and cooling designs that we will employ to support a wide range of

data center racking densities, and our proximity to the Southern California market and the multitudes of companies utilizing high-performance

computing that want close-by data center space.

a developer of clean-energy powered data center space, we also compete for the services of key third-party service providers, including

engineers and contractors with expertise in the development of data centers.

The competition for the services of specialized contractors

and other third-party providers required for the development of data centers is intense, increasing the cost of engaging such providers

and the risk of delays in completing our development projects.

we face competition from real estate developers in our sector and in other industries for the acquisition of additional properties suitable

for data center development.

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 will consist of data center designs and systems for supporting, immersion and liquid cooled data center systems

that we will deploy for wholesale colocation services to hyperscale and enterprise IT customers.

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 service offerings and data center management systems.

However, as of the date of this Report, we do not have

any patents or registered trademarks.

cannot provide any assurance that our proprietary rights with respect to our data center designs, systems or services will be viable

22 unchanged sentences

obtain a license on commercially reasonable terms, if at all.

We currently have one employee, Joel Stone

our President and Chief Operating Officer and our other officers and directors are serving our company as consultants and independent

Risk Factors.

currently have four employees, three of whom are our executive officers, and one of whom is our VP of Data Center Development.

our employees are represented by a collective bargaining agreement, and we have never experienced any work stoppage.

We believe we have

good relations with our employees.

History and Recent Developments

were incorporated pursuant to the laws of the State of Nevada on March 20, 2002 under the name Integrated Brand Solutions Inc., and on

February 6, 2006, we changed our name to Upstream Biosciences Inc.

From 2006 to December 2009, our company operated as a biotechnology

company, and from 2010 until May 2013, our company had no operating business.

On July 11, 2013, we changed our corporate name to RealSource

Residential, Inc.

Our initial business strategy in 2013 was to engage in various real estate related businesses.

However, in 2016 we

disposed of all of our real estate and other assets and continued operations as a public “shell” company.

December 20, 2018, we changed our corporate name from RealSource Residential, Inc.

to CalEthos, Inc.

in connection with the implementation

of a plan for building a chain of large-format cannabis retail superstores to serve the needs of the rapidly-growing Southern California

Over the subsequent two-year period, management assembled a number of acquisitions for retail licenses, store leases and display

agreements with numerous cannabis brands as part of executing its business plan.

However, once the COVID 19 pandemic lockdowns hit in

early 2020 and Federal legalization of cannabis did not materialize after the 2020 elections, funding for cannabis-related businesses

became less available and by the end of 2020, we concluded it would be better to pursue other business opportunities for our public company.

After months of research, we determined there was a sizable opportunity to develop and manufacture high-performance computer systems

for the cryptocurrency mining industry.

In March 2021, we created a new business plan to develop a five nanometer ASIC chip and bitcoin

mining computer system in South Korea utilizing Samsung technology and foundry capacity.

August 2021, we hired an experienced chief technology officer from the chip industry to lead our product development and in

September 2021, we closed a convertible debt financing of $3.5 million to fund the initial phase of product development.

connection with such capital raise, our board of directors determined that we are no longer a shell company, as defined in Rule

12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

During the development of our computer

chip and system in Korea, we had also developed a plan to build a large-scale, clean-energy powered, containerized, immersion-cooled

data center operation in Southern California to support the use of the systems we were developing for our company and for others.

However, following the decline of the bitcoin market in early 2022, we decided to abandon our chip and system development efforts

and we determined that we could develop a profitable business by offering wholesale data center colocation services to a larger

customer base of hyperscale and enterprise IT companies.

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

Unresolved Staff Comments.

do not own any real property.

Our executive office is located at 11753 Willard Avenue, Tustin, California 92782, in the office of Michael

Campbell, our Chief Executive Officer.

We are not charged rent for the use of this space.

We believe our existing facilities are sufficient

for our current operations.

Legal Proceedings.

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.

Mine Safety Disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business