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                             November 9, 2022

       Amos Kohn
       Chief Executive Officer
       Imperalis Holding Corp.
       1421 McCarthy Blvd.
       Milpitas, California 95035

                                                        Re: Imperalis Holding
Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed October 17,
2022
                                                            File No. 333-267897

       Dear Amos Kohn:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 Filed October 17, 2022

       General

   1.                                                   Please disclose whether
and how your business segments, products, lines of service,
                                                        projects, or operations
are materially impacted by supply chain disruptions. For example,
                                                        discuss whether you
have or expect to:
                                                            suspend the
production, purchase, sale or maintenance of certain items due to a lack
                                                            of raw materials,
parts, or equipment; inventory shortages; closed factories or stores;
                                                            reduced headcount;
or delayed projects;
                                                            experience labor
shortages that impact your business;
                                                            experience
cybersecurity attacks in your supply chain;
                                                            experience higher
costs due to constrained capacity or increased commodity prices or
                                                            challenges sourcing
materials; or
 Amos Kohn
FirstName  LastNameAmos
Imperalis Holding  Corp. Kohn
Comapany 9,
November   NameImperalis
              2022        Holding Corp.
November
Page 2     9, 2022 Page 2
FirstName LastName
               experience surges or declines in consumer demand for which you
are unable to
             adequately adjust your supply.
         Explain whether and how you have undertaken efforts to mitigate the
impact and where
         possible quantify the impact to your business.
2.       We note that you plan to distribute shares to BitNile stockholders. On
the cover page, state
         the percentage of shares of TurnOnGreen common stock that BitNile will
hold after the
         distribution and please fill in the percentage of shares that
stockholders of record of
         BitNile will hold in TurnOnGreen in the aggregate after the
distribution.
3.       We note your disclosure that "BitNile may be deemed an underwriter."
Please revise to
         state that BitNile is an underwriter or tell us your basis for the
conclusion that BitNile is
         not an underwriter within the meaning of Section 2(a)(11) of the
Securities Act of 1933.
         Please note that if you determine that BitNile is a statutory
underwriter, you must identify
         BitNile as such on your cover page and in your plan of distribution.
Please refer to Items
         501(b)(8) and 508 of Regulation S-K.
The Distribution, page 4

4.       We note that 81.1% of all outstanding shares of TurnOnGreen, Inc. and
an equal number
         of warrants will be issued to BitNile Holdings, Inc. stockholders in
the "Distribution."
         Considering it appears Imperalis Holding Corp. will own less than 20%
of TurnOnGreen's
         outstanding shares after consummation of the Distribution, please
clarify how Imperalis
         will account for its TurnOnGreen investment after the Distribution.
For example, clarify
         if TurnOnGreen will be consolidated or accounted for using the equity
method
         and explain in sufficient detail how you arrived at your conclusion.
Risk Factors, page 11

5.       Please disclose whether you are subject to material cybersecurity
risks in your supply
         chain based on third-party products, software, or services used in
your products, services,
         or business and how a cybersecurity incident in your supply chain
could impact your
         business. Discuss the measures you have taken to mitigate these risks.
6.       We note your risk factor that you are dependent on foreign
manufacturers. Please update
         this risk factor to include any disruptions you have experienced due
to such reliance.
7.       We note your disclosure on page 24 that you have identified a material
weakness in your
         internal control over financial reporting. Disclose in the risk factor
what measures, if any,
         you are undertaking to address the material weakness, the timetable
for remediation, and
         whether there is any associated material costs.
The Distribution, page 30

8.       Please revise to disclose the material terms of the warrants,
including the exercise price
         and mechanics.
 Amos Kohn
Imperalis Holding Corp.
November 9, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
TOGI
Results of Operations of TOGI, page 41

9.       Please provide a discussion of the annual and interim results of
operations for
         TurnOnGreen, Inc. that comply with Items 303(b)(2) and 303(c)(2) of
Regulation S-K.
Impact of Inflation, page 42

10.      Please update this discussion in future filings to identify actions
planned or taken, if any,
         to mitigate inflationary pressures.
Business of TurnOnGreen, page 43

11.      Please revise to disclose the cost, length, and features of the
subscriptions you offer.
Management of TurnOnGreen, page 57

12.      Please describe the extent and the nature of the role of the board of
directors in overseeing
         cybersecurity risks, including in connection with the company's supply
chain and
         suppliers.
Principal Stockholders of TurnOnGreen Common Stock, page 61

13.      Please revise to present the beneficial ownership information of the
company before and
         after the distribution, including the number of shares of common stock
to that will be
         outstanding as a result of the distribution.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Andrew Blume at 202-551-3254 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any
other questions.



FirstName LastNameAmos Kohn                                     Sincerely,
Comapany NameImperalis Holding Corp.
                                                                Division of
Corporation Finance
November 9, 2022 Page 3                                         Office of
Manufacturing
FirstName LastName