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 June 30, 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 August 14, 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 June 30, 2025 (unaudited) and December 31, 2024 1 Condensed Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2025 and 2024 (unaudited) 2 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-month and six-month periods ended June 30, 2025 and 2024 (unaudited). 3 Condensed Consolidated Statements of Cash Flows for the six-month period ended June 30, 2025 and 2024 (unaudited) 4 Notes to the Condensed Consolidated Financial Statements (Unaudited) 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures about Market Risk 22 Item 4. Controls and Procedures 22 PART II OTHER INFORMATION Item 1. Legal Proceedings 23 Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Default Upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 23 Signatures 24 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 Item 1: Financial Statements CalEthos, Inc. Condensed Consolidated Balance Sheets As of June 30, 2025 December 31, 2024 (Unaudited) Assets Current assets Cash and cash equivalents $ 60,000 $ 286,000 Prepaid and other current expenses 18,000 10,000 Total current assets 78,000 296,000 Data center campus costs - 5,849,000 Total assets $ 78,000 $ 6,145,000 Liabilities and stockholders’ (deficit) equity Current liabilities Accounts payable and accrued expenses $ 659,000 $ 504,000 Notes payable – related parties 197,000 11,000 Total current liabilities 856,000 515,000 Convertible debentures, net 1,554,000 1,313,000 Total liabilities 2,410,000 1,828,000 Stockholders’ (deficit) equity Common stock par value $ 0.001 : 100,000,000 shares authorized; 25,730,540 and 25,730,540 shares issued and outstanding 26,000 26,000 Additional paid-in capital 34,590,000 36,153,000 Other comprehensive income 9,000 9,000 Stock subscription receivable ( 1,000 ) ( 1,000 ) Accumulated deficit ( 36,956,000 ) ( 31,870,000 ) Total stockholders’(deficit) equity ( 2,332,000 ) 4,317,000 Total liabilities and stockholders’ (deficit) equity $ 78,000 $ 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 2025 2024 2025 2024 For the three months ended June 30, For the six months ended June 30, 2025 2024 2025 2024 Revenues $ - $ - $ - $ - Operating Expenses Professional fees 81,000 113,000 177,000 256,000 Equity-based compensation ( 145,000 ) 109,000 ( 103,000 ) 230,000 General and administrative expenses 12,000 29,000 13,000 38,000 Payroll and related expense 187,000 74,000 268,000 93,000 Total operating expenses 135,000 325,000 355,000 617,000 Loss from operations ( 135,000 ) ( 325,000 ) ( 355,000 ) ( 617,000 ) Other income (expenses) Interest income 1,000 4,000 2,000 9,000 Financing costs ( 55,000 ) - ( 77,000 ) ( 6,000 ) Financing costs – related party ( 75,000 ) ( 616,000 ) ( 75,000 ) ( 869,000 ) Abandoned project costs ( 4,581,000 ) - ( 4,581,000 ) - Loss on extinguishment of debt - - - ( 6,468,000 ) Total other expenses ( 4,710,000 ) ( 612,000 ) ( 4,731,000 ) ( 7,334,000 ) Loss before provision for income taxes ( 4,845,000 ) ( 937,000 ) ( 5,086,000 ) ( 7,951,000 ) Provision for income taxes - - - - Net loss $ ( 4,845,000 ) $ ( 937,000 ) $ ( 5,086,000 ) $ ( 7,951,000 ) Net loss per share - Basic and Diluted $ ( 0.19 ) $ ( 0.04 ) $ ( 0.20 ) $ ( 0.32 ) Weighted Average common shares outstanding - Basic and Diluted 25,730,540 25,230,540 25,730,540 25,028,916 Comprehensive (loss) income Net loss $ ( 4,845,000 ) $ ( 937,000 ) $ ( 5,086,000 ) $ ( 7,951,000 ) Foreign currency translation gain - 3,000 - - Comprehensive loss $ ( 4,845,000 ) $ ( 934,000 ) $ ( 5,086,000 ) $ ( 7,951,000 ) See the accompanying notes to these unaudited condensed consolidated financial statements. 2 CalEthos, Inc. Unaudited Condensed Consolidated Statements of Stockholders’ Equity For the Three and Six Months Ended June 30, 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 Equity-based compensation - - 92,000 - - - 92,000 Forfeiture of stock options - - ( 366,000 ) - - - ( 366,000 ) Recapture of performance-based equity-compensation - - ( 817,000 ) - - - ( 817,000 ) Warrants issued with note payable – related party - - 134,000 - - - 134,000 Net loss - - - - - ( 4,845,000 ) ( 4,845,000 ) Balance June 30, 2025 25,730,540 $ 26,000 $ 34,590,000 $ ( 1,000 ) $ 9,000 $ ( 36,956,000 ) $ ( 2,332,000 ) 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 Balance 25,230,540 25,000 28,760,000 ( 2,000 ) 6,000 ( 26,294,000 ) 2,495,000 Equity-based compensation - - 1,121,000 - - - 1,121,000 Warrants issued for note payable extension - - 853,000 - - - 853,000 Foreign currency translation income - - - - 3,000 - 3,000 Net loss - - - - - ( 937,000 ) ( 937,000 ) Balance June 30, 2024 25,230,540 $ 25,000 $ 30,734,000 $ ( 2,000 ) $ 9,000 $ ( 27,231,000 ) $ 3,535,000 Balance 25,230,540 $ 25,000 $ 30,734,000 $ ( 2,000 ) $ 9,000 $ ( 27,231,000 ) $ 3,535,000 See the accompanying notes to these unaudited condensed consolidated financial statements. 3 CalEthos, Inc. Unaudited Condensed Consolidated Statements of Cashflow For the Six Months Ended June 30, 2025 2024 Cash Flows From Operating Activities Net loss $ ( 5,086,000 ) $ ( 7,951,000 ) Adjustments to reconcile net loss to net cash used in operating activities: Abandoned project costs 4,581,000 - Amortization of note payable discounts 70,000 859,000 Amortization of debt issuance cost 26,000 - Fair value of equity-based compensation ( 103,000 ) 230,000 Loss on extinguishment of debt - 6,468,000 Changes in operating assets and liabilities Prepaid expenses and other current assets ( 8,000 ) - Accounts payable and accrued expenses 293,000 20,000 Net cash used in operating activities ( 227,000 ) ( 374,000 ) Cash Flows From Investing Activities Date center campus development cost ( 464,000 ) ( 728,000 ) Net cash used in investing activities ( 464,000 ) ( 728,000 ) Cash Flows From Financing Activities Cash proceeds from issuance of convertible debentures 225,000 100,000 Cost for issuance of convertible debentures ( 10,000 ) ( 8,000 ) Cash proceeds for issuances of notes payable 250,000 1,000,000 Net cash provided by financing activities 465,000 1,092,000 Effect of exchange rate changes on cash and cash equivalents - - Net decrease in cash and cash equivalents ( 226,000 ) ( 10,000 ) Cash and cash equivalents, beginning of period 286,000 308,000 Cash and cash equivalents, end of period $ 60,000 $ 298,000 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Non-cash investing and financing activities Relative fair value of warrants issued with note payable $ 157,000 $ 1,434,000 Capitalized interest – project development cost $ - $ 23,000 Accrued expenses – project development cost $ ( 165,000 ) $ 3,000 Equity-based compensation capitalized $ - $ 1,339,000 Common stock issued for forgiveness of principal and interest $ - $ 6,928,000 See the accompanying notes to these unaudited condensed consolidated financial statements. 4 CalEthos, Inc. Notes to the Unaudited Condensed Consolidated Financial Statements For the Six Months Ended June 30, 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 a large-scale, data center campus vertically integrated with a portfolio of onsite and offsite power. 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. The Company was focusing its Data Center Campus activities in the Lithium Valley Specific Plan (the “Plan ” ) in Imperial County, California. In 2025, the Lithium Valley specific Plan (“Plan”), which was to approve the zone changes for 51,000 acres of agriculture zoned land, encountered significant delays. While based on initial communications with the Imperial County planning department, the Company had anticipated the Plan’s approval by Q1 2025, it became evident by May 2025 that this timeline would not be met. Key factors driving the delay included the need for additional environmental studies, unresolved community concerns, and several outstanding government approvals. As a result, management estimates indicate that approval of the Plan may be postponed by twelve to twenty-four months. Given the current developments and the prolonged uncertainty regarding the Plan, the Company elected not to renew its purchase option on the 315-acres parcel of land when it expired in July 2025. In May 2025, the Company formed TerraVolt Infrastructure Inc. (TerraVolt), a wholly owned subsidiary established to meet the demand for sustainable, baseload, clean energy solutions for AI infrastructure and large-scale data centers. TerraVolt’s solution is a Infrastructure-as-a-Service (IaaS) Platform that will integrate a portfolio of grid and behind-the-meter power with construction-ready data center building sites that include utilities and fiber connectivity. TerraVolt plans to provide this turnkey solution to hyperscalers, colocation providers, and data center developers seeking to deploy new capacity faster than with traditional power generation and transmission. 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 January 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 six-month periods ended June 30, 2025 and 2024. The results for the six months ended June 30, 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 $ 5,086,000 for the six months ended June 30, 2025, had an accumulated deficit of approximately $ 36,956,000 as of June 30, 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 six months ended June 30, 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 June 30, 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 development 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 included the option payment for the land and the cost of consulting firms to provide power and connectivity assessments, feasibility studies, engineering plans, and project benchmarking. Data center development cost also included internal cost such as payroll-related cost and debt interest cost. 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 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 six months ended June 30, 2025 and 2024 because their inclusion would be anti-dilutive. Common stock equivalents amounted to 11,438,678 and 6,145,801 for the six months ended June 30, 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 Development 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 disclosed in Note 1 – Organization and Accounting Policies, given the recent development of the Plan and the prolonged uncertainty, the Company elected not to renew its purchase option on the New Property when it expired in July 2025. Consequently, previously capitalized data center development costs will be expensed, and the Company will cease capitalizing additional data center development expenses until the Company can secure parcels with appropriate zoning for data center use and greater certainty around the execution of its development plans, as disclosed in Note 1. As of the termination of the data center development, the Company had approximately $ 4,581,000 of capitalized development cost, which has been recorded as abandoned project costs. 9 Note 3 – Notes Payable – Related Parties NOTES PAYABLE - RELATED PARTIES Notes payable – related parties transactions are summarized for the periods as follows: SCHEDULE OF NOTES PAYABLE Six months ended June 30, 2025 Year Ended December 31, 2024 Principal Balance, beginning of the period $ 11,000 $ 11,000 Additions 250,000 1,000,000 Settlement - ( 1,000,000 ) Balance, end of the period 261,000 11,000 Discount Balance, beginning of the period - - Additions 134,000 2,355,000 Amortization ( 70,000 ) ( 2,355,000 ) Balance, end of the period 64,000 - Net carrying amount $ 197,000 $ 11,000 In April 2025, the Company issued a $ 250,000 note payable to related party. The note payable has an interest rate of 10 % and the outstanding principal and interest were initially payable on August 31, 2025 . See Note 7 - Subsequent Events. Also, the Company issued to the related party a warrant to purchase 500,000 shares of the Company’s common stock at $ 0.49 per per share. The warrant’s grant date fair value of approximately $ 291,000 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 of 214.75 %, the fair value of common stock $ 0.59 , estimated life of 5.0 years, risk-free rate of 3.98 % and dividend rate of $ 0 . In accordance with ASC 470 – Debt, the gross proceeds of $ 250,000 was allocated between the note payable and the warrant on a relative fair value basis, therefore the warrant was recorded at $ 1 34,000 . Interest expense for the notes payable amounted to $ 5,000 and $ 35,000 for the six months ended June 30, 2025 and 2024, respectively, of which approximately nil and $ 21,000 , respectively, were capitalized as data center development cost. Note 4 – Convertible Debentures CONVERTIBLE DEBENTURES Convertible debentures transactions are summarized for the periods as follows: SCHEDULE OF CONVERTIBLE DEBENTURES Principal Six months ended June 30,2025 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 ( 26,000 ) ( 9,000 ) Balance, end of period 81,000 97,000 Net book value $ 1,554,000 $ 1,313,000 In June 2024, the Company initiated a private placement offering for its convertible debentures (the “Debentures”). The Debentures bear interest at 10.0 % per annum with a default interest rate of 15.0 % per annum. The principal amount and 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 six months ended June 30, 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 $ 77,000 and $ 4,000 for the six months ended June 30, 2025 and 2024, respectively, of which $ 27,000 and $ 2,000 , respectively, was capitalized as data center campus cost. 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 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 8.7 1.97 - Forfeited 1,837,500 2.33 9.1 2.08 – Exercised - – – – – Expired - - - - - Balance, June 30, 2025 6,716,500 0.65 6.6 0.63 0.00 Vested and exercisable, June 30, 2025 3,199,833 0.64 5.5 0.62 0.00 Unvested, June 30, 2025 3,866,667 $ 0.67 8.3 $ 0.64 $ 0.00 For the three and six months ended June 30, 2025, the total equity-based compensation expense was approximately $ ( 145,000 ) and $ ( 103,000 ) , respectively. During the three months ended June 30, 2025, the Company recorded a recapture of approximately $ 236,000 of equity-based compensation related to the non-performance of the performance-based awards. Therefore, the three and six months ended June 30, 2025 equity- based compensation was $ 91,000 and $ 133,000 for the time-based equity awards. The Company had 6,716,500 outstanding stock options as of June 30, 2025, of which 4,291,500 outstanding options had a time-based vesting requirement, and the remaining 2,425,000 outstanding options had a performance-based vesting requirement, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING FOR TIME-BASED AND PERFORMANCE-BASED ACTIVITIES Time-based Performance-based CEO 500,000 500,000 COO 1,750,000 1,750,000 VP - Senior Counsel 175,000 175,000 Terminated employees 212,500 - Non-employees -Vested on issuance 1,654,000 - Total 4,291,500 2,425,000 11 In May 2025, as described in Note 1 – Organization and Accounting Policies, the Company’s management shifted the core focus of the Company’s operations. As a result of this strategic shift, the original performance-based milestone included in the employee stock option agreements was determined to be no longer achievable. The original milestones, which were tied to specific legacy business objectives, were rendered obsolete by the revised operational direction of the Company. The stock option agreements provided for the milestones to be modified with the mutual consent of the Company and the employees. In accordance with the terms of the stock option agreements, these milestones were modified by agreement of the Company and the affected employees to better align with the new business plan, as follows: Milestone 1 - Upon the execution by the Company of an agreement to lease or purchase land for (a) a geothermal well field, geothermal power plant or geothermal cooling/heating plant, (b) another type of clean energy power plant, or (c) pre- permitted construction-ready building sites for a data center or other facilities to be constructed pursuant to the Company’s data center infrastructure platform. Milestone 2 - Upon the Company receiving all required approvals from local, county and state agencies to allow the Company to proceed with the construction and development of an exploratory geothermal well, a geothermal power plant, a geothermal cooling/heating plant, or another type of clean energy power plant or for the Company’s data center infrastructure platform. Milestone 3 - Upon the execution by the Company (or by a partnership or joint venture to which the Company is a party) of an agreement pursuant to which a third party (a) will purchase power or heating/cooling, either as an off-taker of power or heating/cooling, (b) will purchase infrastructure under an Infrastructure-as-a- Service Agreement, (c) as a utility company, will purchase power or heating/cooling under a power or heating/cooling purchase agreement, or (d) through a partnership or joint venture agreement to which the Company is a party, will purchase power or heating/cooling the partnership or joint venture produces or for data center infrastructure that the partnership or joint venture provides to such third party. Milestone 4 - Upon completion by the Company of construction of (a) a geothermal power plant, a geothermal heating/cooling plant, or other type of clean energy power plant, or (b) a data center infrastructure platform, and the receipt by the Company of all required operating permits from local, county or state officials for the operation of such plant or platform. Milestone 5 - Upon the operation by the Company, either directly or indirectly, of a power plant, heating/cooling plant or other type of clean energy power plant, or an infrastructure platform, at an operating expense (OPEX) of 40% or less in any full fiscal year. The outstanding performance-based awards are as follows: SCHEDULE OF OUTSTANDING PERFORMANCE-BASED AWARDS ACTIVITY CEO COO VP- Senior Counsel Total Milestone 1 100,000 350,000 35,000 485,000 Milestone 2 100,000 350,000 35,000 485,000 Milestone 3 100,000 350,000 35,000 485,000 Milestone 4 100,000 350,000 35,000 485,000 Milestone 5 100,000 350,000 35,000 485,000 Total 500,000 1,750,000 175,000 2,425,000 12 The revised performance-based milestones are now directly linked to the execution of the Company’s new business model, most notably, the acquisition or leasing of land suitable for geothermal development. The identification of prospective locations has emphasized areas with sufficient geothermal activity, evidenced by the presence of other operational or in-development facilities in the same geographic regions. However, as of the date of the modification, the Company remains in an exploratory and negotiation stage and has not identified, nor entered into any definitive land lease or purchase agreements. Also, if the Company finds suitable land for the project, there can be no assurance that financing to lease or acquire the land will be available in sufficient amounts and on acceptable terms. The Company evaluated the modification of the performance-based awards under ASC 718, Compensation – Stock Compensation and determined that the change represented a Type IV “improbable-to-improbable” modification. That is, both the original and new milestones were not considered probable of achievement at the time of modification. Because the Company is in the early stages of exploring and negotiating suitable land, and considering potential challenges such as regulatory delays, market competition, or failure to reach agreement with landowners, there remains substantial uncertainty regarding the achievement and timing of the new milestone; therefore: ● Original milestone : Not probable of achievement, as the related business objective was discontinued. ● New milestone: Also, not probable at the time of modification, as substantial uncertainty remains regarding the successful acquisition or leasing of suitable land. As a result, consistent with ASC 718-20-55-108, no compensation expense related to these performance-based stock options has been recognized as of the modification date. The fair value of the modified awards is measured as of the modification date, but compensation cost will not be recognized until it becomes probable that the revised milestone will be satisfied. 13 The Company will continue to evaluate, at each reporting date, whether it has become probable that the new performance milestone will be achieved. Factors considered include, but are not limited to: ● Progress on negotiations for land acquisition or lease agreements. ● Developments in regulatory approvals or permitting for onsite power and geothermal projects. ● Changes in the competitive or market landscape for onsite power and geothermal sites. Once management concludes that achieving the milestone has become probable, the Company will begin recognizing compensation cost for the modified options, reflecting the fair value at the modification date. If it becomes probable, the cumulative catch-up adjustment will be recognized in that period, and expense will be recognized prospectively over the vesting period for any remaining requisite service. The historical performance-based compensation costs, related to the outstanding 2,425,000 stock options, was approximately $ 817,000 of which $ 581,000 was capitalized as data center development costs and $ 236,000 was expensed as equity-based compensation. The recaptured capitalized cost was classified as abandoned project cost and the recaptured expense was classified as equity-based compensation. In January 2025, the Company issued, to the Vice President and Sr, counsel, Real Estate, Land Use and Governmental Affairs, 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 employees completing the modified milestones, as disclosed above. 14 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 six months ended June 30, 2025, the Company recognized compensation expense of approximately $ 45,000 related to time-based equity awards, which was recorded as equity-based compensation. During the same period, the Company recorded a reversal of approximately $ 54,000 of performance-based compensation expense that had been capitalized in prior periods as data center campus costs. This amount was recorded as abandoned project costs, upon the determination that the related project would not be completed. In November 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 grant date. In May 2025, the Company terminated the contract with the consultant. As of the termination date, none of the stock options were vested. As a result, the stock option to purchase the 350,000 shares of the Company’s common stock was forfeited and the associated compensation expense of approximately $ 366,000 was recaptured and classified as abandoned project costs. In April 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 per share, 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 and classified as abandoned project costs. 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 shares of common stock with 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 six months ended June 30, 2025, the Company recognized compensation expense of approximately $ 53,000 related to time-based equity awards, and upon the determination that the related project would not be completed recorded a reversal of approximately $ 135,000 for performance-based awards, both of which were recorded as equity-based compensation. During the same period, the Company recorded a reversal of approximately $ 225,000 of performance-based compensation expense that had been capitalized in prior periods as data center campus costs. The $ 225,000 was recorded to abandoned project costs, upon the determination that the related project would not be completed. 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”) with 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 had vested as to 43,750 shares of common stock and option for the remaining 306,250 shares of common stock was cancelled. The other option was cancelled in its entirety. The associated compensation expense capitalized in the prior year of approximately $ 87,000 was recaptured and classified as abandoned project costs. 15 In June 2023, the Board of Directors approved the issuance of stock options to the Company’s COO for the purchase of 1,000,000 shares of common stock with 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 June 2023, as part of an 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 six months ended June 30, 2025, the Company recognized compensation expense of approximately $ 35,000 related to time-based equity awards, and upon the determination that the related project would not be completed recorded a reversal of approximately $ 101,000 for performance-based awards, both of which were recorded as equity-based compensation. During the same period, the Company recorded a reversal of approximately $ 303,000 of performance-based compensation expense that had been capitalized in prior periods as data center campus costs. The $ 303,000 was recorded to abandoned project costs, upon the determination that the related project would not be completed. Warrants The following table summarized warrants outstanding as of June 30, 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 500,000 0.49 5.0 0.58 0.02 Forfeited - - - - – Exercised — – – – – Expired - - - - - Balance, June 30, 2025 8,504,678 0.95 4.0 0.83 0.27 Vested and exercisable, June 30, 2025 8,504,678 0.95 4.0 0.83 0.27 Unvested, June 30, 2025 – $ – – $ – $ – In April 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. The warrant’s grant date fair value of approximately $ 291,000 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 of 214.75 %, the fair value of common stock $ 0.59 , estimated life of 5.0 years, risk-free rate of 3.98 % and dividend rate of $ 0 . Note 7 – 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: In July 2025, the Company borrowed $ 500,000 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 January 31, 2026 . In connection with such loan, the Company issued to the lender a five 5 -year warrant to purchase 2,000,000 shares of common stock for a purchase price of $ 0.50 per share. In connection with such loan, the Company also entered into an amendment to the outstanding promissory note in the principal amount of $ 250,000 to extend the maturity date of such note from August 31, 2025 to January 31, 2026. 16 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, 2023. 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 Over the last two and a half years, we have worked with the County of Imperial, California to integrate data centers as an “approved use” into their 51,000-acre Lithium Valley Specific Plan. In July 2024, we contracted to purchase a 315-acre site in the center of Lithium Valley, which offered nearby grid connectivity, and proximity to geothermal power plants, fiber connectivity, transportation, gas, water, and other resources. In parallel to working with the county, we worked with the local geothermal power companies to develop a portfolio of power that could be delivered to our site and used for powering a clean-energy data center development. The Imperial County Lithium Valley Specific Plan was to be approved by the first quarter of 2025. However, in May 2025, it became evident to us that the Lithium Valley Specific Plan was not going to be approved in the time frame that we had planned for the start of our development. We now estimates it could be delayed twelve to twenty-four months because of environmental studies that still need to be completed, community issues that need to be resolved, and local and state government approvals that will need to be granted. The approval of the Lithium Valley Specific Plan would have changed the zoning of our site and allowed us to proceed with our planned geothermal powered data center development. Due to this change and the uncertainty of when the Lithium Valley Specific Plan will be approved, we did not renew our purchase option on the 315-acre site in July 2025. However, we are still committed to executing a plan to build a geothermal-powered data center in Lithium Valley once the County approves the Lithium Valley Specific Plan and we can contract new parcels zoned for data center development. In May 2025, we established TerraVolt Infrastructure, Inc. (TerraVolt) as a wholly owned subsidiary that will develop similar clean energy-powered data center developments in other states with known favorable zoning for onsite power and geothermal resources. TerraVolt’s solution is an innovative Infrastructure-as-a-Service (IaaS) platform (“IaaS Platform’) that will integrate a portfolio of grid and behind-the-meter power with, construction-ready data center building sites that will include utilities and fiber connectivity. TerraVolt plans to provide its IaaS Platform as a turnkey solution to hyperscalers, colocation providers, and data center developers seeking to deploy new capacity faster than with traditional power generation and transmission. We believe TerraVolt’s IaaS Platform will address energy challenges for the data center industry. With AI, cloud computing, and high-performance computing driving exponential growth in electricity consumption, the demand for sustainable, clean energy-powered infrastructure has become critical: ● The U.S. data center industry currently consumes 4% of all electricity produced and is projected to consume as much as 10% within the next five years. ● Grid-served power is becoming less predictable in both cost and availability, and the data center industry is seeking alternative power solutions that accelerate deployment timelines while meeting the critical demands for reliability, sustainability, and cost-effectiveness. ● Hyperscale, colocation providers, and data center developers are looking beyond traditional generation and transmission to solutions that offer better time-to-power and cleaner energy that helps them deliver capacity faster and achieve their carbon-neutral goals. ● Critically, we estimate, that less than 5% of existing data centers are powered “directly” with clean energy. TerraVolt has recently assembled a team of land use and geothermal experts that are currently evaluating a number of locations with favorable geothermal resources and welcoming local, county and state officials that will support timely power plant construction, behind-the-meter power delivery, and large-scale data center developments. We currently have only limited capital with which to pay these anticipated expenses. To fund our business plan going forward, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. Results of Operations for the six months ended June 30, 2025 and 2024 The table summarizes the results of operations for the six months ended June 30, Change 2025 2024 Dollar Percentage Revenues $ - $ - $ - - % Operating Expenses Professional fees 177,000 256,000 (79,000 ) (30.9 ) Equity-based compensation (103,000 ) 230,000 (333,000 ) (144.8 ) General and administrative 13,000 38,000 (25,000 ) (65.8 ) Payroll and related expenses 268,000 93,000 175,000 188.2 Total operating expenses 355,000 617,000 (262,000 ) (42.3 ) Other (expenses) income Interest income 2,000 9,000 (7,000 ) (77.8 ) Financing cost (77,000 ) (6,000 ) 70,000 1,183.3 Financing costs – related party (75,000 ) (869,000 ) (781,000 ) (91.4 ) Abandoned project (4,581,000 ) - 4,581,000 100.0 Loss on extinguishment of debt - (6,468,000 ) (6,468,000 ) (100.0 ) Total other expenses $ (4,731,000 ) $ (7,334,000 ) $ (2,591,000 ) (35.32 )% 17 Revenues For the six months ended June 30, 2025 and 2024, we had no revenues. Operating Expenses Professional fees Our professional fees decreased to $177,000 for the six months ended June 30, 2025 from $256,000 for the six months ended June 30, 2024. The decrease of approximately $79,000 was attributable to a decrease in our consulting fees of approximately $54,000, a decrease in our legal fees of $50,000, a decrease in our accounting fees of $3,000, an increase in our audit fees of approximately $12,000, a decrease in filing fees of $10,000 and increase in transfer agent cost and geologist of approximately $26,000. Equity-based compensation Our equity-based compensation for the six months ended June 30, 2025 decreased to $(103,000) from $230,000 for the six months ended June 30, 2024. During the three months ended June 30, 2025, the Company recorded a recapture of approximately $236,000 of equity-based compensation related to the non-performance of the performance-based awards. Therefore, the six months ended June 30, 2025 equity- based compensation was $133,000 for the time-based equity awards. Payroll and related expenses Payroll and related expenses increased to $268,000 for the six months ended June 30, 2025 from $93,000 for the six months ended June 30, 2024. The increase of $175,000 relates to the Company’s change in its operations. During the six months ended June 30, 2025, the Company did not capitalize payroll and related expenses. Financing costs Our financing cost for the six months ended June 30, 2025 increased to $7 7 ,000 from $6,000 for the six months ended June 30, 2024. The increase was due to an increase in the 2025 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 Our financing cost – related party for the six months ended June 30, 2025 decreased to $ 75 ,000 from $869,000 for the six months ended June 30, 2024. The decrease of $7 94 ,000 was due to a decrease in interest and loan discount expense for notes payable to the related party. Results of Operations for the three months ended June 30, 2025 and 2024 The table summarizes the results of operations for the three months ended June 30, 2025 2024 Dollar Percentage Revenues $ - $ - $ - - % Operating Expenses Professional fees 81,000 113,000 (32,000 ) (28.3 ) Equity-based compensation (145,000 ) 109,000 (254,000 ) (233.0 ) General and administrative 12,000 29,000 (17,000 ) (58.6 ) Payroll and related expenses 187,000 74,000 113,000 152.7 Total operating expenses 135,000 325,000 (190,000 ) (58.5 ) Other (expenses) income Interest income 1,000 4,000 (3,000 ) (75.0 ) Financing cost (55,000 ) - 55,000 (100.0 ) Financing cost – related party (75,000 ) (616,000 ) (541,000 ) (87.8 ) Abandoned project (4,581,000 ) - 4,581,000 100.0 Total other expenses $ (4,710,000 ) $ (612,000 ) $ 4,098,000 669.6 % 18 Revenues For the three months ended June 30, 2025 and 2024, we had no revenues. Operating Expenses Professional fees Our professional fees decreased to $81,000 for the three months ended June 30, 2025 from $113,000 for the three months ended June 30, 2024. The decrease of approximately $32,000 was attributable to a decrease in our consulting fees of approximately $8,000, a decrease in our legal fees of $34,000, a decrease in our accounting fees of $3,000, a decrease in our audit fees of $4,000, a decrease in our filing fees of $9,000 and an increase in transfer agent costs and geologies for approximately $26,000. Equity-based compensation Our equity-based compensation for the three months ended June 30, 2025 decreased to $(145,000) from $109,000 for the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company recorded a recapture of approximately $236,000 of equity-based compensation related to the non-performance of the performance-based awards. Therefore, the three months ended June 30, 2025 equity- based compensation was $91,000. Payroll and related expenses Payroll and related expenses increased to $187,000 for the three months ended June 30, 2025 from $74,000 for the three months ended June 30, 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 June 30, 2025 increased to $5 5 ,000 from $nil for the three months ended June 30, 2024. The increase was due to an increase in the 2025 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 Our financing cost – related party for the three months ended June 30, 2025 decreased to $ 75 ,000 from $616,000 for the three months ended June 30, 2024. The decrease was due to interest expense and amortization of debt issuance costs associated with our notes payable to the related party. Liquidity and Capital Resources Our working capital as of June 30, 2025 and December 31, 2024 was as follows. 2025 2024 Current assets $ 78,000 $ 296,000 Current liabilities (856,000 ) (515,000 ) Working capital deficit $ (778,000 ) $ (219,000 ) Our working capital deficit increased from a $219,000 deficit as of December 31, 2024 to a deficit of $7 78 ,000 as of June 30, 2025 for an increase of $5 5 9,000. The increase in working capital deficit was due to a $226,000 decrease in cash and cash equivalents, a $155,000 increase in accounts payable and accrued expenses, and a $1 97 ,000 increase in notes payable – related party. Cash Flows For the six months ended June 30, 2025 2024 Net cash used in operating activities $ (227,000 ) $ (374,000 ) Net cash used in investing activities (464,000 ) (728,000 ) Net cash provided by financing activities 465,000 1,092,000 Change in cash and cash equivalents during the period (226,000 ) (10,000 ) Cash and cash equivalents, beginning of period 286,000 308,000 Cash and cash equivalents, end of period $ 60,000 $ 298,000 19 Cash Flows from Operations Cash used in operating activities decreased to approximately $227,000 for the six months ended June 30, 2025 from approximately $374,000 for the six months ended June 30, 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, which is offset by a decrease in our cashflows from investing activities, as the Company did not capitalize cost associated with the data center during the three months ended June 30, 2025. Cash Flows from Investing Our cash used in investing activities decreased to approximately $464,000 for the six months ended June 30, 2025 from approximately $728,000 for the six months ended June 30, 2024. The primary use of cash was for expenditures for the development of our data center campus. For the three months ended June 30, 2025, the Company did not capitalize cost associated with the data center. Cash Flows from Financing Our cash provided by financing activities decreased to approximately $465,000 for the six months ended June 30, 2025 from approximately $1,092,000 for the six months ended June 30, 2024. The decrease was due to our incurring less debt for the six months ended June 30, 2025. Liquidity and Material Cash Requirements Even though we experienced negative cash flows from operations of approximately $227,000 for the six months ended June 30, 2025, as a result of our issuance of convertible debentures in the aggregate principal amounts of $215,000 and the issuance of a note payable to a related party, we had cash and cash equivalents of approximately $60,000 as of June 30, 2025. As of June 30, 2025, we had approximately $1,554,000 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. 20 Going Concern The unaudited financial statements included in this Report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. We are presently in the development stage and, apart from our cash balances, have only limited assets. Our company has not generated revenues in the last two fiscal years, has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon: (i) continued financial support from our shareholders; (ii) the ability of our company to continue raising necessary debt or equity financing to achieve its operating objectives; and (iii) our ability to acquire assets and establish a business or merge or otherwise acquire business opportunities. Our independent auditors included an explanatory paragraph in their report on our financial statements for the year ended December 31, 2024 regarding concerns about our ability to continue as a going concern. In addition, our financial statements contain further note disclosures in this regard. The implementation of our business plan is dependent upon our ability to continue raising sufficient new capital from equity or debt markets in order to fund our on-going operating losses and real estate acquisition activities. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Application of Critical Accounting Policies The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures of our company. Although these estimates are based on management’s knowledge of current events and actions that our company may undertake in the future, actual results may differ from such estimates. Principles of Consolidation The consolidated financial statements include the accounts of our company and our wholly-owned subsidiary from the formation date. All material intercompany transactions and balances have been eliminated in consolidation. Foreign Currency Translation The financial statements of our former foreign subsidiary, for which the functional currency is the local currency, was 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 were 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. Debt and Debt Discounts In accordance with ASC 470-20, Debt with Conversion and Other Options , we first allocate the cash proceeds of any notes we sell with warrants between the notes and any warrants on a relative fair value basis. Proceeds are then allocated to the conversion feature. We account for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20. These costs are classified on the balance sheet as a direct deduction from the debt liability. We amortize these costs over the term of our debt agreements as financing cost in the consolidated statement of operations and comprehensive loss. Stock-Based Compensation We account for our 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. We use 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. Recent Accounting Pronouncements Our management reviewed all recently-issued accounting standard updates (“ASU’s”) not yet adopted by our company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on our consolidated financial condition or the results of our operations. Off-Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial position, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. 21 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 Quarterly 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 June 30, 2025, our disclosure controls and procedures were not effective. The material weakness related to internal control over financial reporting that was identified at June 30, 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 June 30, 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. 22 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:] In July 2025, in connection with a loan made to us by an accredited investor in the amount of $500,000, we issued to the lender a five-year warrant to purchase 2,000,000 shares of common stock for a purchase price of $0.50 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 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). 23 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: August 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 24