What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-12 compared with 2026-05-15 · 79 added, 78 removed, 112 unchanged (58% of the section changed)

5 unchanged sentences

Actual results could differ materially from those discussed in these forward-looking

results of operations for the interim period ended March 31, 2026, are not necessarily indicative of the results that may be expected

results of operations for the interim period ended June 30, 2026, are not necessarily indicative of the results that may be expected

for any other future period.

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Further, the Company’s Management Discussion and

Analysis of Financial Condition and Results of Operations has been prepared in accordance with Item 303(c) of Regulation S-K.

Analysis of Financial Condition and Results of Operations has been prepared in accordance with Item 303 of Regulation S-K.

is a systems and solutions technology provider delivering high performance compute solutions to enterprise and data center

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Company was incorporated in Nevada on May 3, 2024, and our corporate office is currently located in Las Vegas, Nevada.

During the three

months ended March 31, 2026, the Company purchased an 85% ownership interest in VDA Nordica.

VDA Nordica was established to assist in

the development of data centers in Sweden and had not commenced principal operations as of the most recent balance sheet date.

During the nine

months ended June 30, 2026, the Company purchased an 85% ownership interest in VD Nordica.

VD Nordica was established to assist in

the development of data centers in Sweden and commenced principal operations during the three months ended June 30, 2026.

and Capital Resources

Company has funded its operations primarily through ongoing sales of equipment and GPU compute capacity to its customers and through

private equity offerings to investors.

During the six months ended March 31, 2026, these sales resulted in gross proceeds of approximately

$0.2 million.

As of March 31, 2026, the Company has not borrowed money to fund its business through either notes payable or lines of

The Company plans to continue to fund its operations through private equity offerings as well as cash generated from its ongoing

business operations.

The Company has funded its operations

primarily through ongoing sales of equipment and GPU compute capacity to its customers and through private equity offerings to

During the nine months ended June 30, 2026, our common stock sales resulted in gross proceeds of approximately $0.9

Further, during July of 2026, the Company sold an additional 762,802 shares of common stock for total proceeds of

The Company plans to continue to fund its operations through private equity offerings as well as cash generated from its

ongoing business operations.

Company purchases equipment from certain suppliers to sell to its customers.

However, as of March 31, 2026, the Company has not entered

However, as of June 30, 2026, the Company has not entered

into any long-term commitments or contractual obligations with those suppliers to purchase equipment.

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a material impact on our financial statements or results of operations.

the Three and Six Months Ended March 31, 2026

following table summarizes the Company’s cash flows for the six months ended March 31, 2026:

Six Months Ended March 31,

the Nine Months Ended June 30, 2026

following table summarizes the Company’s cash flows for the nine months ended June 30, 2026:

Nine Months Ended June 30,

$ (3,227,711 )

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Net cash provided by financing activities

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

provided by operating activities for the six months ended March 31, 2026 was approximately $4.1 million.

The amount was primarily

comprised of a net loss of approximately $2.0 million, offset by stock-based compensation expense of approximately $1.2 million and

a net change in assets and liabilities of approximately $4.9 million.

cash used in operating activities for the six months ended March 31, 2025 was approximately $0.6 million.

Effect of foreign currency translation on cash

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

cash provided by operating activities for the nine months ended June 30, 2026 was approximately $4.7 million.

The amount was

primarily comprised of a net loss of approximately $3.2 million, offset by stock-based compensation expense of approximately $1.8

million and a net change in assets and liabilities of approximately $6.1 million.

cash used in operating activities for the nine months ended June 30, 2025 was approximately $1.1 million.

The amount was primarily comprised

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and liabilities of approximately $0.1 million.

were no investing activities during the six months ended March 31, 2026.

the six months ended March 31, 2025, we purchased equipment totaling $459.

cash provided by financing activities for the six months ended March 31, 2026, consisted of sales of common shares resulting in net

proceeds of approximately $0.2 million and cash received for stock option exercises of approximately $0.1 million, partially offset by $25,000 of payments on insurance premium financing payable.

cash provided from financing activities for the six months ended March 31, 2025 consisted solely of the continued private equity offering

resulting in net proceeds of approximately $1.4 million.

were no investing activities for the nine months ended June 30, 2026.

Company’s investing activities for the nine months ended June 30, 2025 were not material.

cash provided by financing activities for the nine months ended June 30, 2026, consisted of sales of common stock resulting in net proceeds

of approximately $0.6 million and cash received for stock option exercises of approximately $0.1 million, partially offset by $62,500

of payments on the insurance premium financing payable.

cash provided by financing activities for the nine months ended June 30, 2025 consisted solely of sales of common stock resulting

in net proceeds of approximately $1.4 million.

of Operations

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financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

financial results for the three and six months ended March 31, 2026 and 2025 are summarized as follows:

Months Ended March 31,

of goods sold

and administrative

financial results for the three and nine months ended June 30, 2026 and 2025 are summarized as follows:

Three Months Ended June 30,

Nine Months Ended June 30,

Cost of sales

Operating expenses:

from operations

$ (1,330,001 )

$ (1,404,996 )

$ (1,982,636 )

$ (2,242,454 )

of the three and six months ended March 31, 2026 and 2025

revenue was $568,000 and $0 for the three months ended March 31, 2026 and 2025, respectively.

Revenue increased by $568,000, or

100%, due to an increase in the number of products sold during the current period as compared to the prior comparable period.

Revenue increased compared to the prior-year period primarily due to the timing of orders.

We have continued to expand our sales pipeline, which we believe supports increased customer adoption and

conversion of opportunities, and we expect revenue to improve as delayed transactions progress and deliveries occur.

revenue may vary from period to period based on the timing of customer orders, deliveries, and customer acceptance, among other

revenue was $625,000 and $3,666,000 for the six months ended March 31, 2026 and 2025, respectively.

Contract labor

Professional services

Server space & energy

Travel and entertainment

Stock-based compensation

Software expense

Commissions and fees

Total operating expenses

Loss from operations

of the three and nine months ended June 30, 2026 and 2025

revenue was $247,212 and $0 for the three months ended June 30, 2026 and 2025, respectively.

Revenue increased by $247,212, driven by billing services provided to a customer during the current period that were not provided in the comparative period.

no equipment sales during either the current or comparative period.

revenue was $872,212 and $3,666,000 for the nine months ended June 30, 2026 and 2025, respectively.

Revenue decreased by $2,793,788,

or 83%, due to a reduction in the number of products sold during the current period as compared to the prior comparable period.

decreased compared to the prior-year period primarily due to the timing of orders.

Certain transactions expected to close during the

quarter were delayed as customer decision-making and procurement cycles extended and supplier and inventory lead times lengthened, resulting

in deliveries shifting into subsequent periods.

We believe the revenue decrease is not indicative of underlying demand trends.

continued to expand our sales pipeline, which we believe supports increased customer adoption and

conversion of opportunities, and we expect revenue to improve as delayed transactions progress and deliveries occur.

However, revenue

may vary from period to period based on the timing of customer orders, deliveries, and customer acceptance, among other factors.

cost of sales was $434,000 and $0 for the three months ended March 31, 2026 and 2025, respectively.

Cost of sales increased by $434,000

due to the increase in revenue.

cost of sales was $482,900 and $3,598,000 for the six months ended March 31, 2026 and 2025, respectively.

or 76%, due to a reduction in the number of products sold during the current period as compared to the prior comparable period, partially

offset by billing services revenue during the current period of $247,212.

Revenue decreased compared to the prior-year period primarily

due to the timing of orders.

Certain transactions expected to close during the quarter were delayed as customer decision-making and procurement

cycles extended and supplier and inventory lead times lengthened, resulting in deliveries shifting into subsequent periods.

the revenue decrease is not indicative of underlying demand trends.

We have continued to expand our sales pipeline, which we believe

supports increased customer adoption and conversion of opportunities, and we expect revenue to improve as delayed transactions progress

and deliveries occur.

However, revenue may vary from period to period based on the timing of customer orders, deliveries, and customer

acceptance, among other factors.

cost of sales was $0 for the three months ended June 30, 2026 and 2025, respectively, as there were no equipment sales during either of these periods.

cost of sales was $482,900 and $3,598,000 for the nine months ended June 30, 2026 and 2025, respectively.

Cost of sales decreased by

$3,115,100, or 87%, due to the reduction in revenue.

operating expense was approximately $1.5 million and $1.4 million for the three months ended March 31, 2026 and 2025, respectively.

Operating expense increased by approximately $59,000, or 4%, primarily due to increases in professional services expense of

approximately $194,000, server space and energy of approximately $187,000, contract labor costs of approximately $166,000, salaries

of approximately $90,000, commissions and fees of approximately of $59,000, software expense of approximately $41,000 and other

expenses of approximately $68,000, partially offset by decreases in stock-based compensation of approximately $740,000 and travel

and entertainment of approximately $6,000.

operating expense was approximately $2.1 million and $2.3 million for the six months ended March 31, 2026 and 2025, respectively.

expense decreased by approximately $186,000, or 8%, primarily due to decreases in stock-based compensation of approximately $938,000

and commissions & fees of approximately $10,000, partially offset by increases in contract labor of approximately $199,000,

server space and energy storage of approximately $187,000, professional services expense of approximately $169,000, salaries expense

of approximately $75,000, software expense of approximately $65,000, travel and entertainment of approximately $7,000 and other

expenses of $60,000.

$3,115,100, or 87%, due to the reduction in equipment sales.

operating expense was approximately $1.5 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively.

expense increased by approximately $0.7 million, or 87%, primarily due to increases in stock-based compensation of approximately $412,000,

professional services expense of approximately $111,000, travel and entertainment expense of $106,000, software expense of approximately

$65,000 and other expenses of approximately $291,000, partially offset by decreases in salaries expense of approximately $45,000 and

contract labor costs of approximately $245,000.

operating expense was approximately $3.6 million and $3.1 million for the nine months ended June 30, 2026 and 2025, respectively.

Operating expense increased by approximately $0.5 million, or 16%, primarily due to increases in professional services expense of

approximately $280,000, server space and energy storage of approximately $187,000, software expense of approximately $130,000,

travel and entertainment expense of approximately $113,000 and other expense of approximately $351,000, partially offset by

decreases in commissions and fees of approximately $10,000, contract labor costs of approximately $381,000, salaries expense of

$150,000 and stock-based compensation expense of approximately $12,000.

Accounting Estimates

have been no material changes in the Company’s Critical Accounting Estimates as compared to our most recent fiscal year ended September

refer to our 2025 Form 10-K filed with the Securities and Exchange Commission on December 29, 2025.

There have been no material

changes in the Company’s Critical Accounting Estimates as compared to our most recent fiscal year ended September 30,

Accounting Pronouncements

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis