TerraVolt Holdings, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 000-50331 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 98-0371433 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 11753 Willard Avenue Tustin , California 92782 (Address of Principal Executive Offices) (Zip Code) (714) 352-5315 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Indicate by check mark whether the registrant (1) has 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting 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 use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒ As of May 12, 2025, there were 25,730,540 outstanding shares of the registrant’s common stock, par value $ 0.001 per share. TABLE OF CONTENTS PAGE Cautionary Note Regarding Forward Looking Statements ii PART I FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) 1 Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 1 Unaudited condensed Consolidated Statements of Operations for the three-months ended March 31, 2025 and 2024 2 Unaudited condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-months ended March 31, 2025 and 2024. 3 Unaudited condensed Consolidated Statements of Cash Flows for the three-months ended March 31, 2025 and 2024 4 Notes to the unaudited condensed consolidated financial statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk 17 Item 4. Controls and Procedures 17 PART II OTHER INFORMATION Item 1. Legal Proceedings 18 Item 1A. Risk Factors 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Default Upon Senior Securities 18 Item 4. Mine Safety Disclosures 18 Item 5. Other Information 18 Item 6. Exhibits 18 Signatures 19 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements”. Forward-looking statements can be identified by the use of forward-looking terminology, such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “seek”, “estimate”, “project”, “could”, “may” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that any such statements that are contained in this report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employees, and general business factors affecting our operations, markets, growth, services, products and other factors, some of which are described in this report and some of which are discussed in our other filings with the Securities and Exchange Commission. These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Important factors to consider in evaluating any forward-looking statements include: ● our ability to finance and complete the design and construction of our proposed data center operations; ● our ability to 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. All amounts are in U.S. Dollars, unless otherwise indicated. ii PART I - FINANCIAL INFORMATION CalEthos, Inc. Condensed Consolidated Balance Sheets As of March 31, 2025 December 31, 2024 (Unaudited) Assets Current assets Cash and cash equivalents $ 78,000 $ 286,000 Prepaid and other current expenses 10,000 10,000 Total current assets 88,000 296,000 Data center campus costs 5,531,000 5,849,000 Total assets $ 5,619,000 $ 6,145,000 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses $ 598,000 $ 504,000 Note payable 11,000 11,000 Total current liabilities 609,000 515,000 Convertible debentures, net 1,540,000 1,313,000 Total liabilities 2,149,000 1,828,000 Stockholders’ 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 35,547,000 36,153,000 Other comprehensive income 9,000 9,000 Stock subscription receivable ( 1,000 ) ( 1,000 ) Accumulated deficit ( 32,111,000 ) ( 31,870,000 ) Total stockholders’ equity 3,470,000 4,317,000 Total liabilities and stockholders’ equity $ 5,619,000 $ 6,145,000 See the accompanying notes to these unaudited condensed consolidated financial statements. 1 CalEthos, Inc. Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss For the Three Months Ended March 31, 2025 2024 Revenues $ - $ - Operating Expenses Professional fees 96,000 143,000 Equity-based compensation 42,000 121,000 General and administrative expenses 1,000 9,000 Payroll and related expense 81,000 19,000 Total operating expenses 220,000 292,000 Loss from operations ( 220,000 ) ( 292,000 ) Other income (expenses) Interest income 1,000 5,000 Financing costs ( 22,000 ) ( 6,000 ) Financing costs – related party - ( 253,000 ) Loss on extinguishment of debt - ( 6,468,000 ) Total other expenses ( 21,000 ) ( 6,722,000 ) Loss before provision for income taxes ( 241,000 ) ( 7,014,000 ) Provision for income taxes - - Net loss $ ( 241,000 ) $ ( 7,014,000 ) Net loss per share - Basic and Diluted $ ( 0.01 ) $ ( 0.28 ) Weighted Average common shares outstanding - Basic and Diluted 25,730,540 24,827,291 Comprehensive (loss) income Net loss $ ( 241,000 ) $ ( 7,014,000 ) Foreign currency translation loss - ( 3,000 ) Comprehensive loss $ ( 241,000 ) $ ( 7,017,000 ) See the accompanying notes to these unaudited condensed consolidated financial statements. 2 CalEthos, Inc. Unaudited Condensed Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2025 and 2024 Shares Amount Capital Receivable Income Deficit equity Common Stock Additional Paid-in Stock Subscription Other Comprehensive Accumulated Total Stockholders’ Shares Amount Capital Receivable Income Deficit equity Balance December 31, 2024 25,730,540 $ 26,000 $ 36,153,000 $ ( 1,000 ) $ 9,000 $ ( 31,870,000 ) $ 4,317,000 Forfeiture of stock options - - ( 1,073,000 ) $ - $ - - ( 1,073,000 ) Equity-based compensation - - 467,000 $ - - - 467,000 Net loss - - - $ - - ( 241,000 ) ( 241,000 ) Balance March 31, 2025 25,730,540 $ 26,000 $ 35,547,000 $ ( 1,000 ) $ 9,000 $ ( 32,111,000 ) $ 3,470,000 Shares Amount Capital Receivable Income Deficit equity Common Stock Additional Paid-in Stock Subscription Other Comprehensive Accumulated Total Stockholders’ 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 Equity-based compensation - - 445,000 - - - 445,000 Shares issued for extinguishment of debt 884,942 1,000 6,927,000 - - - 6,928,000 Warrant issued with notes payable - - 581,000 - - - 581,000 Foreign currency translation loss - - - - ( 3,000 ) - ( 3,000 ) Net loss - - - - - ( 7,014,000 ) ( 7,014,000 ) Balance March 31, 2024 25,230,540 $ 25,000 $ 28,760,000 $ ( 2,000 ) $ 6,000 $ ( 26,294,000 ) $ 2,495,000 See the accompanying notes to these unaudited condensed consolidated financial statements. 3 CalEthos, Inc. Unaudited Condensed Consolidated Statements of Cashflow For the Three Months Ended March 31, 2025 2024 Cash Flows From Operating Activities Net loss $ ( 241,000 ) $ ( 7,014,000 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of note payable discounts - 253,000 Amortization of debt issuance cost 12,000 - Fair value of equity-based compensation 42,000 121,000 Loss on extinguishment of debt - 6,468,000 Changes in operating assets and liabilities Accounts payable and accrued expenses 42,000 ( 40,000 ) Net cash used in operating activities ( 145,000 ) ( 212,000 ) Cash Flows From Investing Activities Date center campus development cost ( 278,000 ) ( 286,000 ) Net cash used in investing activities ( 278,000 ) ( 286,000 ) Cash Flows From Financing Activities Cash proceeds from issuance of convertible debentures 225,000 - Cost for issuance of convertible debentures ( 10,000 ) - Cash proceeds for issuances of notes payable - 1,000,000 Net cash provided by financing activities 215,000 1,000,000 Effect of exchange rate changes on cash and cash equivalents - ( 1,000 ) Net (decrease) increase in cash and cash equivalents ( 208,000 ) 501,000 Cash and cash equivalents, beginning of period 286,000 308,000 Cash and cash equivalents, end of period $ 78,000 $ 809,000 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 $ - $ 581,000 Capitalized interest – project development cost $ 27,000 $ 7,000 Accrued expenses – project development cost $ 24,000 $ 72,000 Reversal of equity-based compensation capitalized ( 1,073,000 ) $ - Equity-based compensation capitalized $ 425,000 $ 324,000 See the accompanying notes to these unaudited condensed consolidated financial statements. 4 CalEthos, Inc. Notes to the Unaudited Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2025 and 2024 Note 1 – Organization and Accounting Policies ORGANIZATION AND ACCOUNTING POLICIES CalEthos, Inc. (the “Company” or “we”) was incorporated on March 20, 2002 under the laws of the State of Nevada. As of July 2022, the Company’s board of directors resolved to focus exclusively on developing a clean-energy-powered data center campus (“Data Center Campus”). As such, the Company is implementing its plan to build aa large-scale, data center campus vertically integrated with onsite geothermal power production In addition, the Company may acquire assets and all or part of other companies operating in the clean energy or data center infrastructure industries or invest in or joint venture with other more-established companies already in the industry that would add value to the Company’s business strategy. Korean entity On November 5, 2021, AIQ System Inc. (“AIQ”) was incorporated in Seoul, Republic of Korea. AIQ is authorized to issue 3 million shares of common stock. At the date of incorporation, 10,000 shares were issued to the Company for 100,000,000 Korean Won, or approximately $ 89,000 , for 100 % ownership of AIQ. As of July 2022, AIQ was placed into a dormant state of operations. As of March 31, 2025, AIQ has been dissolved. Basis of Presentation The accompanying condensed consolidated financial statements and notes thereto are unaudited. The unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The December 31, 2024 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the three-month periods ended March 31, 2025 and 2024. The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 or for any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024, included in the Company’s annual report on Form 10-K filed with the SEC on April 2, 2025. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary from the formation date. All material intercompany transactions and balances have been eliminated in consolidation. Going Concern and Liquidity The Company incurred a net loss of approximately $ 241,000 for the three months ended March 31, 2025, had an accumulated deficit of approximately $ 32,111,000 as of March 31, 2025 and had no recurring revenue from operations. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with 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. The Company’s unaudited condensed 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. 5 The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of services; the uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund the Company’s operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the development of the Company’s data center campus, approvals for construction permits, construction times, delivery of critical equipment, market demand for the Company’s wholesale colocation data center services, the timing of customer commitments for data center space, the management of working capital, and payment terms and conditions for purchase of the Company’s services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to raise additional funding from investors or through other avenues, it may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Segment Reporting The Company’s 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. Since the Company operates as one reportable segment , all financial information required by “Segment Reporting” can be found in the accompanying unaudited condensed consolidated financial statements. The CODM does not review segment assets at a level other than that presented in the Company’s unaudited condensed consolidated balance sheets. There are no intra-entity sales or transfers, and no significant expense categories regularly provided to the CODM beyond those disclosed in the Unaudited Condensed Consolidated Statements of Operations. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. 6 Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of and for the three months ended March 31, 2025 and 2024, the Company had no assets or liabilities that require fair value measurement. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates their fair value. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. As of March 31, 2025 and December 31, 2024, the Company had approximately nil and $ 34,000 , respectively, in excess of the federal insurance limit. Prepaid Expenses Prepaid expenses are assets held by the Company that are expected to be realized and consumed within twelve months after the reporting period. Data Center Campus Costs Data center cost is stated at cost, which includes the cost incurred to complete phase I of the Company’s data center development plan. Phase I costs include the option payment for the land and the cost of consulting firms to provide power and connectivity assessments, feasibility studies, engineering plans, and project benchmarking. Data center cost also includes internal cost such as payroll-related cost and debt interest cost. In accordance with ASC 360-10-35, the Company reviews the carrying amounts of data center cost when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount is the higher of fair value, less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash-generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash-generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the cash-generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. 7 As of March 31, 2025, there have been no circumstances to indicate the asset may not be recoverable. Related Parties The Company follows Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) section 850-10 for the identification of related parties and disclosure of related-party transactions. Pursuant to ASC section 850-10-20, the related parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option of ASC section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements 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. Commitments and Contingencies The Company follows ASC section 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Stock-Based Compensation The Company accounts for its stock-based compensation under ASC 718, “ Compensation – Stock Compensation ” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. 8 The Company uses the fair value method for equity instruments granted to non-employees and use the BSM model for measuring the fair value of options. The stock-based fair value compensation is determined as of the date of the grant (measurement date) and is recognized over the vesting periods. Earnings Per Share The Company uses ASC 260, “ Earnings Per Share ” for calculating the basic and diluted earnings (loss) per share. The Company computes basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share is the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the three months ended March 31, 2025 and 2024 because their inclusion would be anti-dilutive. Common stock equivalents amounted to 11,326,178 and nil for the three months ended March 31, 2025 and 2024, respectively. Recent Accounting Pronouncements The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoption of any such ASU’s may be expected to cause a material impact on the Company’s consolidated financial condition or the results of its operations. Note 2 – Data Center Costs DATA CENTER COSTS On July 22, 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 has an initial term of one year and may be extended for an additional six-month period by the payment of $ 75,000 on or before July 21, 2025. On March 30, 2023, the Company signed an option agreement (“Initial Option”) to acquire 80 acres of commercially-zoned land (“Initial Property”) in Imperial County, California for $ 3,360,000 (“Purchase Price”). The Initial Property was optioned to be the land used for the Company’s Data Center Campus. The Company paid a non-refundable deposit of $ 84,000 on the signing of the Initial Option. On July 24, 2024 (“Termination Date”), the Company terminated (“Termination”) the Initial Option as the Company believes the New Property is better suited for the Company’s Data Center Campus project. 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. As of March 31, 2025, the Company has incurred DCC Cost of approximately $ 5,531,000 , which includes approximately $ 310,000 of capitalized interest related to the interest calculated for the funds, from the Notes payable and Convertible promissory notes, used for the DCC development expenditures. 9 Note 3 – Notes Payable NOTES PAYABLE Notes payable transactions are summarized for the periods ended as follows: SCHEDULE OF NOTES PAYABLE March 31, 2025 December 31, 2024 Principal Balance, beginning of the period $ 11,000 $ 11,000 Additions – related party - 1,000,000 Settlement – related party - ( 1,000,000 ) Balance, end of the period - 11,000 Discount Balance, beginning of the period - - Additions – related party - 2,355,000 Amortization – related party - 2,355,000 Balance, end of the period - - Net carrying amount $ 11,000 $ 11,000 Interest expense for the notes payable amounted to nil and $ 9,000 for the three months ended March 31, 2025 and 2024, respectively, of which approximately nil and $ 5,000 , respectively, were capitalized as data center development cost. Note 4 – Convertible Debentures CONVERTIBLE DEBENTURES Convertible debentures transactions are summarized for the periods ended as follows: SCHEDULE OF CONVERTIBLE DEBENTURES Principal Three months ended March 31, 2025 Year Ended December 31, 2024 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 Debt issuance cost Balance, beginning of period 97,000 - Additions 10,000 106,000 Amortization ( 12,000 ) ( 9,000 ) Balance, end of period 95,000 97,000 Net book value $ 1,540,000 $ 1,313,000 In June 2024, the Company initiated a private place ment offering for its convertible debentures (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. 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. In accordance with the Debenture, the Company has the right to prepay the Debentures upon providing 45 days of its intention to prepay. The outstanding principal amount of the Debentures and all accrued interest thereon shall automatically be converted into shares of common stock at the then effective conversion price upon (i) the close of business on the sixtieth (60th) consecutive day on which the VWAP of the Company’s common stock is at least $ 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. 10 For the t hree months ended March 31, 2025, the Company issued Debentures in the amount of $ 225,000 for net proceeds of approximately $ 215,000 . Interest expense on convertible promissory notes amounted to $ 37,000 and $ 4,000 for the three months ended March 31, 2025 and 2024, respectively, of which $ 27,000 and $ 2,000 , respectively, was capitalized as d ata c enter c ampus c ost. Note 5 – Commitments and Contingencies COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. Note 6 – Stockholders Equity STOCKHOLDERS EQUITY Stock Options On January 15, 2025, the Company issued, to a consultant, a non-qualified stock option agreement for the purchase of 350,000 shares of the Company’s common stock for an exercise price of $ 1.99 , which was the fair value of the Company’s common stock on the grant date. The option vests as to 350,000 shares of common stock as follows: ● 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 or consultant completing the following milestones: ○ The option will vest as to 20% of such shares of common stock (35,000 shares) upon completion, with respect to the Company’s optioned real property in Imperial County, CA (the “Property”), of a general plan amendment, zone change, and approved use for data center and/or onsite power production use; ○ The option will vest as to 20% of such shares of common stock (35,000 shares) upon the completion of a development agreement with Imperial County, CA (the “County”) or similar land use and entitlement to memorialize the approval of a data center use for the Property; 11 ○ The option will vest as to 20% of such shares of common stock (35,000 shares) upon the Company receiving from the County permits necessary to start construction at the Property of either an onsite power production of a 50MW generation system or a 60MW critical load data center facility (including but not limited to power substations, on-site roads, water, power, fiber communications, buildings, perimeter walls, and security systems); ○ The option will vest as to 20% of such shares of common stock (35,000 shares) upon the completion of binding agreements for an external or onsite portfolio of power sources for a minimum of 500MW of power to support the data center load at the Property; and ○ The option will vest as to 20% of such shares of common stock (35,000 shares) upon the completion of the sale or lease of all or a portion of the Property for “powered dirt”, a “powered shell” or a built-to-suit data center facility. ● Vesting milestones can be altered or changed by the Company and the optionee mutually agreeing as the data center site development, building designs, and construction plans are further defined and timelines for permitting, construction, and customer contracts, occupancies, and operations’ milestones are established. The Company’s management has accounted for the options in accordance with ASC 718, which requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first and second development phase (a) and (b) will be completed by December 31, 2025, the third development phase (c) by March 31, 2026, and the fourth and fifth development phases (d) and (e) by June 30, 2029. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period. The option grant date fair value of $ 690,000 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 range 223.09 to 237.39 %, the fair value of common stock $ 1.99 , estimated life range 4.5 to 5.25 years, risk-free rate of 4.45 % and dividend rate of nil. For the three months ended March 31, 2025, the Company recorded compensation expenses of approximately $ 91,000 , which was capitalized as data center cost. On November 15, 2024, the Company issued, to a consultant, a non-qualified stock option to purchase 350,000 shares of the Company’s common stock at an exercise price of $ 5.00 per share, the fair market value of the Company’s common stock as of November 15, 2024 g rant d ate. For the three months ended March 31, 2025, the Company recorded compensation expenses of approximately $ 242,000 , which was capitalized as data center cost. On April 1, 2024, the Company awarded its Chief Strategy and Development officer a non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock at a purchase price of $ 2.62 , which was the fair market value of the Company’s common stock on the date of issuance. In January 2025, the Company terminated the employment agreement. As of the termination date, the employee vested the options as to 1675,000 shares of common stock, the options to purchase the remaining 831,250 shares of common stock was cancelled and the associated compensation expense capitalized in the prior year of approximately $ 986,000 was recaptured. December 2023 Stock Options In December 2023, the Board of Directors approved the issuance of stock options to the Company’s CEO and COO for the purchase of 1,000,000 and 1,000,000 shares of common stock, respectively (“2023 Executive Options”) for an exercise price of $ 0.54 , per share, which was the fair market value of the Company’s common stock on the date of issuance. For the three months ended March 31, 2025 and 2024, the Company recorded compensation expenses of approximately $ 67,000 and $ 215,000 , respectively, of which approximately $ 25,000 and $ 78,000 was expensed as compensation expense and approximately $ 44,000 and $ 138,000 was capitalized as data center cost. In December 2023, the Board of Directors approved the issuance of stock options to two consultants, an executive advisor and a data center development advisor, for the purchase of 350,000 and 350,000 , respectively, shares of common stock (collectively “2023 Consultant Options”) for an exercise price of $ 0.54 , per share, which was the fair market value of the Company’s common stock on the date of issuance. In January 2025, both of the consultants were terminated. As of the termination date, one the options vested as to 43,750 shares of common stock and option for the remaining 306,250 shares of common stock were cancelled. The other option was cancelled in its entirety. The associated compensation expense capitalized in the prior year of approximately $ 87,000 was recaptured. 12 June 2023 – Stock Options As part of the Employment Agreement an executive was granted an incentive stock option and a non-qualified stock option to purchase 600,000 and 1,900,000 , respectively, shares of the Company’s common stock for $ 0.50 per share. The stock options are exercisable for a period of seven years from the date of grant, which was June 19, 2023. For the three months ended March 31, 2025 and 2024, the Company recorded compensation expenses of approximately $ 67,000 and $ 176,000 , respectively, of which approximately $ 17,000 and $ 44,000 was expensed as compensation expense and approximately $ 50,000 and $ 132,000 was capitalized as data center cost. SCHEDULE OF STOCK OPTION ACTIVITIES 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, 2024 8,204,000 0.97 7.8 0.94 0.81 Granted 350,000 1.99 8.9 1.97 - Forfeited 1,487,500 1.70 9.1 0.79 – Exercised - – – – – Expired - - - - - Balance, March 31, 2025 7,066,500 0.87 7.3 0.73 0.88 Vested and exercisable, March 31, 2025 3,199,833 0.64 5.8 0.62 0.87 Unvested, March 31, 2025 3,866,667 $ 0.88 6.9 $ 1.03 $ 0.88 For the three months ended March 31, 2025, the total equity-based compensation was approximately $ 467,000 of which approximately $ 425,000 was capitalized as d ata c enter c ampus costs and approximately $ 42,000 was expensed. Warrants The following table summarized warrants outstanding as of March 31, 2025: SCHEDULE OF WARRANTS ACTIVITY 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, 2024 8,004,678 0.95 4.3 0.83 0.62 Granted - - - - – Forfeited - - - - – Exercised — – – – – Expired - - - - - Balance, March 31, 2025 8,004,678 0.95 4.0 0.83 0.27 Vested and exercisable, March 31, 2025 8,004,678 0.95 4.0 0.83 0.27 Unvested, March 31, 2025 – $ – – $ – $ – Note 8 – Subsequent Events SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date through the date the financial statements were issued to determine if they must be reported. The management determined there are no reportable events except for the following: On April [22], 2025, the Company borrowed $ 250,000 from an entity formed for the benefit of Sean Fontenot, a director of the Company, and his family. The loan is evidenced by a promissory note that bears interest at the rate of 10 % per annum and matures on August 31, 2025 . In connection with such loan, the Company issued to the lender a five 5 -year warrant to purchase 500,000 shares of common stock for a purchase price of $ 0.49 per share. In connection with such loan, the Company also entered into an amendment to the warrant to purchase 2,258,877 shares of common stock previously issued to Nanosha, LLC, a company controlled by Mr. Fontenot, pursuant to which the Company reduced the exercise price of the warrant from $ 2.00 per share to $ 0.49 per share. 13 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth herein and elsewhere in this Quarterly Report and in our other filings with the Securities and Exchange Commission. See “Cautionary Note Regarding Forward Looking Statements.” Plan of Operations We are in the early stages of implementing our plan for the development of a large-scale geothermal-powered data center campus on which we will lease powered building lots and buildings to large enterprise information technology (IT) customers that are creating or addressing the growing demand for AI, Cloud and High-Performance Computing (HPC) digital services. In planning for our initial geothermal-powered data center building lots and buildings, we are in discussions with several large companies that could lease all or part of the data center campus, with the intention of cultivating long-term strategic relationships with them once they become our customers and providing them with solutions for their data center facilities and IT infrastructure requirements. We initially intend to provide geothermal-powered building lots with flexibility for customers to scale for future growth. As currently contemplated, our offerings will provide clean energy power, flexibility, reliability and security delivered through a tailored, customer-service-focused platform that will be designed to foster long-term relationships. As of the filing of this Report, we have completed Phase I and entered into Phase II of our data center development plans. In the initial phase of our project, we originally signed an option agreement in March 2023 to acquire 80 acres of commercially-zoned land in Imperial County, California. We believed this site would provide us an opportunity to acquire commercially-zoned land on which we could combine nearby direct clean geothermal/solar energy with a 24/7 data center operation. However, in July 2024, we identified and entered into an option agreement to acquire a larger, 315-acre parcel of land that we believe provides us with significant advantages over our prior data center development site, which include: ● Larger, strategically located, industrial-zoned property with acreage for on-site switchyard, substation and additional data center buildings ● Better options for connectivity to high-voltage transmission lines ● Closer proximity to existing and planned geothermal power plants ● Shorter fiber routing distances to internet backbone and communications networks ● Directly on the main north/south transportation corridor (Hwy. 111) and gateway entrance (Sinclair Rd.) to the planned 51,000-acre Lithium Valley development area ● Lower flood risk - outside of the 100- and 500- year flood zones in a FEMA X (Unshaded) area In late July 2024, we terminated our option agreement to acquire the 80-acre parcel in Imperial County, California as we believe the recently-optioned property is better suited for our immediate needs. We believe 100% clean-energy-powered data centers are an important element in the ability of the U.S. to meet its carbon neutral climate goals and for hyperscale and enterprise IT companies to meet their shareholder and customer commitments to have an ESG-compliant, clean digital footprint before 2030. As a result, we believe the availability of nearby clean energy and our ability to produce geothermal power on our site will provide us a significant competitive advantage in the marketplace. In Phase I of our development plan, which we completed in December 2023, we contracted with leading data center advisory firms to complete site, power and connectivity assessments, feasibility studies, engineering plans and project benchmarking. Phase I of our plan included engaging: ● HDR Engineering, Inc. , a global professional services firm specializing in architecture, engineering, environmental and construction services (“HDR Engineering”), to complete a site assessment, project feasibility study, and the initial shovel-ready site development plan for our Imperial County site. ● ZGlobal, Inc. , a power engineering and energy solutions firm (“ZGlobal”), to assess all available power and transmission routes in the immediate area of the site and to develop a plan to access power from close by geothermal and solar producers via Behind-The-Meter, Off-Take and Power Purchase Agreements directly and through agreements with the local grid operator. Results of Operati ons for the three months ended March 31, 2025 and 2024 The following table summarizes our results of operations for the three months ended March 31, Change 2025 2024 Dollar Percentage Revenues $ - $ - $ - - % Operating Expenses Professional fees 96,000 143,000 (47,000 ) (32.9 ) Equity-based compensation 42,000 121,000 (79,000 ) (65.3 ) General and administrative 1,000 9,000 (8,000 ) (88.9 ) Payroll and related expenses 81,000 19,000 62,000 326.3 Total operating expenses 220,000 292,000 (72,000 ) (24.7 ) Other (expenses) income Interest income 1,000 5,000 (4,000 ) (80.0 ) Financing cost (22,000 ) (6,000 ) 16,000 266.7 Financing costs – related party - (253,000 ) (253,000 ) 100.0 Loss on extinguishment of debt - (6,468,000 ) (6,468,000 ) 100.0 Total other expenses $ (21,000 ) $ (6,722,000 ) $ (6,701,000 ) 99.7 % 14 Revenues For the three months ended March 31, 2025 and 2024, we had no revenues. Operating Expenses Professional fees Our professional fees decreased to $96,000 for the three months ended March 31, 2025 from $143,000 for the three months ended March 31, 2024. The decrease of approximately $47,000 was attributable to a decrease in our consulting fees of approximately $63,000, a decrease in our legal fees of $16,000 and an increase in our audit fees of approximately $32,000. Equity-based compensation Our equity-based compensation for the three months ended March 31, 2025 decreased to $42,000 from $121,000 for the three months ended March 31, 2024. Payroll and related expenses Payroll and related expenses increased to $81,000 for the three months ended March 31, 2025 from $19,000 for the three months ended March 31, 2024. For the year ended December 31, 2023, we had one employee. Our first employee, our Chief Operating Officer, was hired in June 2023, and our second employee, our Vice President of Data Center Development, was hired in February 2024. Financing costs Our financing cost for the three months ended March 31, 2025 increased to $22,000 from $6,000 for the three months ended March 31, 2024. The increase in due to the interest expense and amortization of debt issuance costs associated with our convertible debentures issued during the year ended December 31, 2024 Financing costs – related party For the three months ended March 31, 2025, the Company did not have financing activities with a related party . Liquidity and Capital Resources Our working capital as of March 31, 2025 and December 31, 2024 was as follows. 2025 2024 Current assets $ 88,000 $ 296,000 Current liabilities (609,000 ) (515,000 ) Working capital deficit $ (521,000 ) $ (219,000 ) Our working capital deficit increased from a $219,000 deficit as of December 31, 2024 to a deficit of $521,000 as of March 31, 2025 for an increase of $302,000. The increase in our working capital deficit was due to a $208,000 decrease in our cash and cash equivalents and to a $94,000 increase in our accounts payable and accrued expenses. Cash Flows For the three months ended March 31, 2025 2024 Net cash used in operating activities $ (145,000 ) $ (212,000 ) Net cash used in investing activities (278,000 ) (286,000 ) Net cash provided by financing activities 215,000 1,000,000 Effect of exchange rate changes - (1,000 ) Change in cash and cash equivalents during the period (208,000 ) 501,000 Cash and cash equivalents, beginning of period 286,000 308,000 Cash and cash equivalents, end of period $ 78,000 $ 809,000 15 Cash Flows from Operations Cash used in operating activities decreased to approximately $145,000 for the three months ended March 31, 2025 from approximately $212,000 for the three months ended March 31, 2024, which was predominantly related to the decrease in our expenditures for filing fees, legal fees, transfer agent fees and consulting fees paid during the period. Cash Flows from Investing Our cash used in investing activities decreased to approximately $278,000 for the three months ended March 31, 2025 from approximately $286,000 for the three months ended March 31, 2024. The primary use of cash was for expenditures for the development of our data center campus. Cash Flows from Financing Our cash provided by financing activities decreased to approximately $215,000 for the three months ended March 31, 2025 from approximately $1,000,000 for the three months ended March 31, 2024. The decrease was due to our incurring less debt for the three months ended March 31, 2025. Liquidity and Material Cash Requirements Even though we experienced negative cash flows from operations of approximately $145,000 for the three months ended March 31, 2025, as a result of our issuance of convertible debentures in the aggregate principal amounts of $215,000, we had cash and cash equivalents of approximately $78,000 as of March 31, 2025. As of March 31, 2025, we had approximately $1,635,000 of convertible debentures with maturity dates on December 31, 2026. It is anticipated that we will incur expenses in the implementation of our business plan described above, and such expenses will require substantial financing to complete the development of the property for a data center operation and to achieve our goals. We currently have only limited capital with which to pay these anticipated expenses. To fund our business plan going forward, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. We are currently in discussions with several potential funding sources. However, there can be no assurance we will be able to successfully raise additional funds when required, if at all. The failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development plans, any commercialization efforts or other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business and may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funds, however, may not be available when we need them on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to commence our proposed business operations, to continue to grow and support our business and to respond to business challenges could be significantly limited. 16 Item 3. Quantitative and Qualitative Disclosures about Market Risk Not required under Regulation S-K for smaller reporting companies. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Report, our Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a - 15(e) and 15d - 15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures. Based on their evaluation, the Certifying Officers concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective. The material weakness related to internal control over financial reporting that was identified at March 31, 2025 was that we did not have sufficient personnel staffing in our accounting and financial reporting department. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate review of the financial statements. This control deficiency could result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis. However, our management believes that the material weakness identified does not result in the restatement of any previously reported financial statements or any other related financial disclosure, and management does not believe that the material weakness had any effect on the accuracy of our financial statements included as part of this Quarterly Report. We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking action and implementing additional enhancements or improvements, as necessary and as funds allow. Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Internal Controls Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. 17 PART II - OTHER INFORMATION Item 1. 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 1A. Risk Factors We are a small reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Sales of Unregistered Securities There have been no sales of unregistered securities within the reporting period covered by this report that would be required to be disclosed pursuant to Item 701 of Regulation S-K, with the exception of the following: During the first quarter of 2025, we issued to three accredited investors 10% convertible debentures in the aggregate principal amount of $225,000 that bear interest at the rate of 10% per annum, mature on December 31, 2026 and are convertible into shares of our common stock at the initial exercise price of $2.00 per share. In connection with such issuances, we paid a placement agent fee in an amount equal to 8% of the principal amount of such debentures. Such debentures were issued by us in reliance upon the exemption from registration available under Section 4(2) of the Securities Act and Regulation D promulgated thereunder. In April 2025, in connection with a loan made to us by an accredited investor in the amount of $250,000, we issued to the lender a five-year warrant to purchase 500,000 shares of common stock for a purchase price of $0.49 per share. Such warrant was issued by us in reliance upon the exemption from registration available under Section 4(2) of the Securities Act and Regulation D promulgated thereunder. Repurchases of Shares or of Company Equity Securities None. Item 3. Default Upon Senior Securities None. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information None Item 6. Exhibits The following documents are filed as a part of this report or incorporated herein by reference: 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). 31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 18 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 14, 2025 CalEthos, Inc. By: /s/ Michael Campbell Name: Michael Campbell Title: Chief Executive Officer By: /s/ Dean S Skupen Name: Dean S Skupen Title: Chief Financial Officer 19