0001829311 2021-09-01 2022-05-31 0001829311 2022-05-31 0001829311 2021-08-31 0001829311 NONE:RevenueFromSaleOfMiningEquipmentMember 2022-03-01 2022-05-31 0001829311 NONE:RevenueFromSaleOfMiningEquipmentMember 2021-03-01 2021-05-31 0001829311 NONE:RevenueFromSaleOfMiningEquipmentMember 2021-09-01 2022-05-31 0001829311 NONE:RevenueFromSaleOfMiningEquipmentMember 2020-09-01 2021-05-31 0001829311 NONE:RevenueNetMiningMember 2022-03-01 2022-05-31 0001829311 NONE:RevenueNetMiningMember 2021-03-01 2021-05-31 0001829311 NONE:RevenueNetMiningMember 2021-09-01 2022-05-31 0001829311 NONE:RevenueNetMiningMember 2020-09-01 2021-05-31 0001829311 2022-03-01 2022-05-31 0001829311 2021-03-01 2021-05-31 0001829311 2020-09-01 2021-05-31 0001829311 NONE:CostOfSalesMiningEquipmentMember 2022-03-01 2022-05-31 0001829311 NONE:CostOfSalesMiningEquipmentMember 2021-03-01 2021-05-31 0001829311 NONE:CostOfSalesMiningEquipmentMember 2021-09-01 2022-05-31 0001829311 NONE:CostOfSalesMiningEquipmentMember 2020-09-01 2021-05-31 0001829311 NONE:CostOfSalesMiningMember 2022-03-01 2022-05-31 0001829311 NONE:CostOfSalesMiningMember 2021-03-01 2021-05-31 0001829311 NONE:CostOfSalesMiningMember 2021-09-01 2022-05-31 0001829311 NONE:CostOfSalesMiningMember 2020-09-01 2021-05-31 0001829311 us-gaap:CommonStockMember 2020-08-31 0001829311 us-gaap:AdditionalPaidInCapitalMember 2020-08-31 0001829311 us-gaap:RetainedEarningsMember 2020-08-31 0001829311 2020-08-31 0001829311 us-gaap:CommonStockMember 2020-11-30 0001829311 us-gaap:AdditionalPaidInCapitalMember 2020-11-30 0001829311 us-gaap:RetainedEarningsMember 2020-11-30 0001829311 2020-11-30 0001829311 us-gaap:CommonStockMember 2021-02-28 0001829311 us-gaap:AdditionalPaidInCapitalMember 2021-02-28 0001829311 us-gaap:RetainedEarningsMember 2021-02-28 0001829311 2021-02-28 0001829311 us-gaap:CommonStockMember 2021-08-31 0001829311 us-gaap:AdditionalPaidInCapitalMember 2021-08-31 0001829311 us-gaap:RetainedEarningsMember 2021-08-31 0001829311 us-gaap:CommonStockMember 2021-11-30 0001829311 us-gaap:AdditionalPaidInCapitalMember 2021-11-30 0001829311 us-gaap:RetainedEarningsMember 2021-11-30 0001829311 2021-11-30 0001829311 us-gaap:CommonStockMember 2022-02-28 0001829311 us-gaap:AdditionalPaidInCapitalMember 2022-02-28 0001829311 us-gaap:RetainedEarningsMember 2022-02-28 0001829311 2022-02-28 0001829311 us-gaap:CommonStockMember 2020-09-01 2020-11-30 0001829311 us-gaap:AdditionalPaidInCapitalMember 2020-09-01 2020-11-30 0001829311 us-gaap:RetainedEarningsMember 2020-09-01 2020-11-30 0001829311 2020-09-01 2020-11-30 0001829311 us-gaap:CommonStockMember 2020-12-01 2021-02-28 0001829311 us-gaap:AdditionalPaidInCapitalMember 2020-12-01 2021-02-28 0001829311 us-gaap:RetainedEarningsMember 2020-12-01 2021-02-28 0001829311 2020-12-01 2021-02-28 0001829311 us-gaap:CommonStockMember 2021-03-01 2021-05-31 0001829311 us-gaap:AdditionalPaidInCapitalMember 2021-03-01 2021-05-31 0001829311 us-gaap:RetainedEarningsMember 2021-03-01 2021-05-31 0001829311 us-gaap:CommonStockMember 2021-09-01 2021-11-30 0001829311 us-gaap:AdditionalPaidInCapitalMember 2021-09-01 2021-11-30 0001829311 us-gaap:RetainedEarningsMember 2021-09-01 2021-11-30 0001829311 2021-09-01 2021-11-30 0001829311 us-gaap:CommonStockMember 2021-12-01 2022-02-28 0001829311 us-gaap:AdditionalPaidInCapitalMember 2021-12-01 2022-02-28 0001829311 us-gaap:RetainedEarningsMember 2021-12-01 2022-02-28 0001829311 2021-12-01 2022-02-28 0001829311 us-gaap:CommonStockMember 2022-03-01 2022-05-31 0001829311 us-gaap:AdditionalPaidInCapitalMember 2022-03-01 2022-05-31 0001829311 us-gaap:RetainedEarningsMember 2022-03-01 2022-05-31 0001829311 us-gaap:CommonStockMember 2021-05-31 0001829311 us-gaap:AdditionalPaidInCapitalMember 2021-05-31 0001829311 us-gaap:RetainedEarningsMember 2021-05-31 0001829311 2021-05-31 0001829311 us-gaap:CommonStockMember 2022-05-31 0001829311 us-gaap:AdditionalPaidInCapitalMember 2022-05-31 0001829311 us-gaap:RetainedEarningsMember 2022-05-31 0001829311 NONE:MinersAndMiningEquipmentMember 2021-09-01 2022-05-31 0001829311 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2021-09-01 2022-05-31 0001829311 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2021-09-01 2022-05-31 0001829311 us-gaap:OfficeEquipmentMember 2021-09-01 2022-05-31 0001829311 2022-04-15 0001829311 2022-05-15 0001829311 2021-09-01 2022-02-28 0001829311 NONE:InnovativeDigitalMember 2021-09-01 2022-05-31 0001829311 NONE:InnovativeDigitalMember 2022-05-31 0001829311 NONE:InnovativeDigitalMember 2021-08-31 0001829311 NONE:ClassAWarrantsMember 2022-05-31 0001829311 NONE:ClassAWarrantsMember 2021-08-31 0001829311 NONE:ClassBWarrantsMember 2021-08-31 0001829311 NONE:ClassBWarrantsMember 2022-05-31 0001829311 NONE:ClassC1WarrantsMember 2022-05-31 0001829311 NONE:ClassC2WarrantsMember 2022-05-31 0001829311 srt:MinimumMember 2022-05-31 0001829311 srt:MaximumMember 2022-05-31 0001829311 NONE:InvestmentBankingFirmMember 2021-09-01 2022-05-31 0001829311 NONE:InvestmentBankingFirmMember 2022-05-31 0001829311 NONE:CompanyEmployeeMember 2021-09-01 2022-05-31 0001829311 NONE:CompanyEmployeeMember 2022-05-31 0001829311 NONE:AccreditedInvestorsMember NONE:UnitOfferingMember 2021-09-01 2022-05-31 0001829311 NONE:AccreditedInvestorsMember NONE:UnitOfferingMember 2022-05-31 0001829311 NONE:UnitOfferingMember 2021-09-01 2022-05-31 0001829311 NONE:InvestmentBankingFirmMember NONE:UnitOfferingMember 2021-09-01 2022-05-31 0001829311 NONE:InvestmentBankingFirmMember NONE:UnitOfferingMember 2022-05-31 0001829311 NONE:ExecutiveOfficerAndDirectorMember 2021-09-01 2022-05-31 0001829311 NONE:EquipmentSupplierMember 2022-05-31 iso4217:USD shares iso4217:USD shares pure 0001829311 false

S-1 BITMINE IMMERSION TECHNOLOGIES, INC. DE 84-3986354 2030 Powers Ferry Road SE Suite 212 Atlanta GA 30339 404 816-8240 Non-accelerated Filer true true false

499912

218737

17366 0

168750

6680

29228

721936

218737

2688306

427296

3410242

646033

72610

3680

102792

200670

4505

1894109 277296

2270181

285481

2270181

285481

0.0001

500000000

44086091

40433399

4409

4043

2904781

817842

-1769129

-461334

1140061

360551

3410242

646033

344700

16567

21141

16567

365841

186657

99711

145179

99711

331836

-83144

34005

141312

189982

75705

13555

742730

36114

109172

213633

500

3775 0 3775 0

329964

13555

1150119

36614

-413108

-13555

-1116115

-36614

78290

6386

196165

14672

4485

-73805

-6386

-191680

-14672

-486912

-19941

-1307795

-51286

-0.01

-0.03

-0.02

-0.01

-0.03

-0.02

43712529

2803400

41910194

2688400

43712529

2803400

41910194

2688400

269

256751

-307095

-50075

-20976

2688400

269

256751

-328071

-71051

-10368

2688400

269

256751

-338439

-81419

115000

1139

1150

-19941

2803400

281

257890

-358380

-100210

40433399

4043

817842

-461334

360551

-708756

200000

549980

550000

40633399

4063

1367822

-1170090

201796

2100000

210

-210

580000

724942

725000

15460

-112127

43313399

4331

2108014

-1282217

830129

-486912

200000

87944

87964

530000

662447

662500

42692

46377

46381

4409

2904781

-1769129

1140061

-1307795

-51286

699805

158043 0

7803

17366 -0

6680

-0

168750

-0

29228

-0

68927

102792

196165

14672

-296284

-36614

2426854

-0

-2426854

1387500 1150

1616813

37000

3004313

38150

281175

1536

218737

1930

499912

3466

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES About Bitmine Immersion Technologies, Inc. Bitmine Immersion Technologies Inc. f/k/a Sandy Springs Holdings, Inc. (“Bitmine” or the “Company”) is a Delaware corporation that commenced operations on July 16, 2020. A predecessor to the Company was incorporated in the state of Nevada on August 16, 1995, as Interactive Lighting Showrooms, Inc. By a written consent dated July 16, 2021, holders of a majority of the Company’s issued and outstanding common stock approved a resolution to appoint Jonathan Bates, Raymond Mow, Michael Maloney, and Seth Bayles to the board of directors of the Company, and to appoint Jonathan Bates as Chairman, Seth Bayles as Corporate Secretary, Raymond Mow as Chief Financial Officer, and Ryan Ramnath as Chief Operating Officer (collectively, the “New O&Ds”). Erik S. Nelson remained a director and the chief executive officer. At the same time, the shareholders approved the issuance of 32,994,999 shares of common stock in the Company’s offering of common stock at $0.015 per share, and the grant of 4,750,000 shares for services, which were valued at $0.015 per share. As a result of the foregoing stock issuances, the New O&Ds (or entities controlled by them) collectively acquired 24,893,877 shares of common stock, which represented approximately 62% of the issued and outstanding shares at the time. The appointment of certain of the New O&Ds to the Company’s board, and issuance to the New O&Ds of a controlling interest in the Company, were made in order to enable the Company to enter the business of creating a hosting center for Bitcoin mining computers primarily utilizing immersion cooling technology, as well mining the Bitcoin digital currency for its own account. Prior to the change of control to the New O&Ds, the Company was a shell company. During the nine months ended May 31, 2022, the Company began implementing its business plan by generating revenue from the mining of Bitcoin digital currency and the sale of mining equipment. The Company’s year-end is August 31st. Basis of Presentation The foregoing unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by GAAP for complete financial statements. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended August 31, 2021. In the opinion of management, the unaudited interim condensed financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations. Operating results for the nine months ended May 31, 2022, are not necessarily indicative of the results that may be expected for the year ending August 31, 2022. Reverse Stock Split On June 25, 2020, the Board of Directors and the shareholders of the Company approved a 1 for 40,000 reverse split, with all fractional shares rounded up to the nearest whole share, and immediately after the completion of the reverse split, effected a 200 for 1 forward stock split. The net effect of the splits was a 1 for 200 reverse split of the Company’s common shares. The stock splits were effective April 27, 2021. No fractional shares of common stock were issued connection with the Reverse Split. If, as a result of the Reverse Split, a shareholder would have otherwise held a fractional share, the shareholder received, instead of the issuance of such fractional share, one whole share of common stock. The Company’s financial statements in this Report for the periods ended May 31, 2022, and August 31, 2021, and all references thereto have been retroactively adjusted to reflect the split unless specifically stated otherwise. Management’s Representation of Interim Financial Statements The accompanying unaudited condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. Revenues from digital currency mining The Company has entered into contracts with digital asset mining pool operators to provide computing power to the mining pools. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less net digital asset transaction fees to the mining pool operator), for successfully adding a block to the blockchain, plus a fractional share of the transaction fees attached to that blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. The transaction consideration the Company receives is noncash consideration, in the form of digital currency, which the Company measures at fair value on the date received which is not materially different than the fair value at contract inception or time the Company has earned the award from the mining pools. Fair value of the digital currency award received is determined using the spot price of the related digital currency on the date earned. There is currently no definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On May 31, 2022, and August 31, 2021, respectively, the Company’s cash equivalents totaled $499,912 and $218,737, respectively. Digital Currency Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are recorded at cost less impairment. They are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other, and are accounted for in connection with the Company’s revenue recognition policy detailed above and in Note 2 – Summary of Significant Accounting Policies. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. Quantitative impairment is measured using the quoted price of the digital currency at the time its fair value is being measured in accordance with ASC 820, Fair Value Measurement. Quoted prices are obtained from the principal market. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted as per ASC 350, Intangibles – Goodwill and Other. Digital currencies earned by the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital currencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the life of the term of the lease. The estimated useful lives for all other property and equipment are as follows: <table cellpadding="0" cellspacing="0" id="xdx_881_ecustom--PropertyPlantAndEquipmentEstimatedUsefulLivesTableTextBlock_zZdDaMNp9kNi" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Details)"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt; width: 77%"> Estimated useful lives</td> <td style="padding-bottom: 1pt; width: 1%"> </td> <td style="padding-bottom: 1pt; width: 1%"> </td> <td style="border-bottom: Black 1pt solid; text-align: center; width: 20%">Life (Years)</td> <td style="padding-bottom: 1pt; width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td>Miners and mining equipment</td> <td> </td> <td> </td> <td style="text-align: center">3</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Machinery and equipment</td> <td> </td> <td> </td> <td style="text-align: center"><span id="xdx_90E_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210901__20220531__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember__srt--RangeAxis__srt--MinimumMember_z0rWKe6deJQh">5-<span id="xdx_901_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210901__20220531__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember__srt--RangeAxis__srt--MaximumMember_ztWhASezHxac">7</td> <td> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: bottom">Office and computer equipment</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: center">3</td> <td> </td></tr> </table> No depreciation is recorded on an asset until it is placed in service. As of May 31, 2022, and August 31, 2021 had $2,688,306 and $427,296, respectively of fixed assets not in service. During the three months ended February 28, 2022 the Company placed $187,260 of mining equipment into service, recorded $7,803 of depreciation on that equipment, and then subsequently sold the equipment to a third party on February 23, 2022 who agreed to utilize the Company to host the equipment for a three-year term. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. We adopted ASC 842 on July 16, 2020. The adoption of this guidance did not have any impact on our financial statements.

Basis of Presentation The foregoing unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by GAAP for complete financial statements. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended August 31, 2021. In the opinion of management, the unaudited interim condensed financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations. Operating results for the nine months ended May 31, 2022, are not necessarily indicative of the results that may be expected for the year ending August 31, 2022.

Reverse Stock Split On June 25, 2020, the Board of Directors and the shareholders of the Company approved a 1 for 40,000 reverse split, with all fractional shares rounded up to the nearest whole share, and immediately after the completion of the reverse split, effected a 200 for 1 forward stock split. The net effect of the splits was a 1 for 200 reverse split of the Company’s common shares. The stock splits were effective April 27, 2021. No fractional shares of common stock were issued connection with the Reverse Split. If, as a result of the Reverse Split, a shareholder would have otherwise held a fractional share, the shareholder received, instead of the issuance of such fractional share, one whole share of common stock. The Company’s financial statements in this Report for the periods ended May 31, 2022, and August 31, 2021, and all references thereto have been retroactively adjusted to reflect the split unless specifically stated otherwise. Management’s Representation of Interim Financial Statements The accompanying unaudited condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606.

Revenues from digital currency mining The Company has entered into contracts with digital asset mining pool operators to provide computing power to the mining pools. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less net digital asset transaction fees to the mining pool operator), for successfully adding a block to the blockchain, plus a fractional share of the transaction fees attached to that blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. The transaction consideration the Company receives is noncash consideration, in the form of digital currency, which the Company measures at fair value on the date received which is not materially different than the fair value at contract inception or time the Company has earned the award from the mining pools. Fair value of the digital currency award received is determined using the spot price of the related digital currency on the date earned. There is currently no definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On May 31, 2022, and August 31, 2021, respectively, the Company’s cash equivalents totaled $499,912 and $218,737, respectively.

499912

218737

Digital Currency Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are recorded at cost less impairment. They are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other, and are accounted for in connection with the Company’s revenue recognition policy detailed above and in Note 2 – Summary of Significant Accounting Policies. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. Quantitative impairment is measured using the quoted price of the digital currency at the time its fair value is being measured in accordance with ASC 820, Fair Value Measurement. Quoted prices are obtained from the principal market. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted as per ASC 350, Intangibles – Goodwill and Other. Digital currencies earned by the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital currencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting.

Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the life of the term of the lease. The estimated useful lives for all other property and equipment are as follows: <table cellpadding="0" cellspacing="0" id="xdx_881_ecustom--PropertyPlantAndEquipmentEstimatedUsefulLivesTableTextBlock_zZdDaMNp9kNi" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Details)"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt; width: 77%"> Estimated useful lives</td> <td style="padding-bottom: 1pt; width: 1%"> </td> <td style="padding-bottom: 1pt; width: 1%"> </td> <td style="border-bottom: Black 1pt solid; text-align: center; width: 20%">Life (Years)</td> <td style="padding-bottom: 1pt; width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td>Miners and mining equipment</td> <td> </td> <td> </td> <td style="text-align: center">3</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Machinery and equipment</td> <td> </td> <td> </td> <td style="text-align: center"><span id="xdx_90E_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210901__20220531__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember__srt--RangeAxis__srt--MinimumMember_z0rWKe6deJQh">5-<span id="xdx_901_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210901__20220531__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember__srt--RangeAxis__srt--MaximumMember_ztWhASezHxac">7</td> <td> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: bottom">Office and computer equipment</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: center">3</td> <td> </td></tr> </table> No depreciation is recorded on an asset until it is placed in service. As of May 31, 2022, and August 31, 2021 had $2,688,306 and $427,296, respectively of fixed assets not in service. During the three months ended February 28, 2022 the Company placed $187,260 of mining equipment into service, recorded $7,803 of depreciation on that equipment, and then subsequently sold the equipment to a third party on February 23, 2022 who agreed to utilize the Company to host the equipment for a three-year term.

<table cellpadding="0" cellspacing="0" id="xdx_881_ecustom--PropertyPlantAndEquipmentEstimatedUsefulLivesTableTextBlock_zZdDaMNp9kNi" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Details)"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt; width: 77%"> Estimated useful lives</td> <td style="padding-bottom: 1pt; width: 1%"> </td> <td style="padding-bottom: 1pt; width: 1%"> </td> <td style="border-bottom: Black 1pt solid; text-align: center; width: 20%">Life (Years)</td> <td style="padding-bottom: 1pt; width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td>Miners and mining equipment</td> <td> </td> <td> </td> <td style="text-align: center">3</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Machinery and equipment</td> <td> </td> <td> </td> <td style="text-align: center"><span id="xdx_90E_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210901__20220531__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember__srt--RangeAxis__srt--MinimumMember_z0rWKe6deJQh">5-<span id="xdx_901_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210901__20220531__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember__srt--RangeAxis__srt--MaximumMember_ztWhASezHxac">7</td> <td> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: bottom">Office and computer equipment</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: center">3</td> <td> </td></tr> </table>

P3Y

P5Y

P7Y

P3Y

2688306

427296

187260

7803

Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. We adopted ASC 842 on July 16, 2020. The adoption of this guidance did not have any impact on our financial statements.

NOTE 2 – NOTES RECEIVABLE As of May 31, 2022 and August 31, 2021 the balance of notes receivable was $168,750 and $-0-, respectively. The note receivable carries a 10% interest rate. The note principal is payable in two equal installments of $84,375 on April 15, 2022 and May 15, 2022, with all accrued interest being payable upon maturity of the note. The note receivable arose from the sale of mining equipment to a third party for $337,500, in which half of the sale proceeds of $168,750 was received by the Company in cash, and the remaining half was in the form of a note receivable for $168,750. During the three months ended May 31, 2022, the Company recorded $4,485 in interest income on this note. On May 5, 2022 by mutual agreement, the due dates of the note were extended two months to June 15, 2022 and July 15, 2022, respectively. As of the date of this report, no payment has been received on either installment due.

168750

0.10

84375 84375

168750

4485

NOTE 3– LOANS PAYABLE AND ACCRUED LIABILITIES, RELATED PARTY On July 22, 2021 the Company entered into a Line of Credit Agreement with Innovative Digital Investors Emerging Technology, L.P.(“IDI), a limited partnership controlled by Jonathan Bates, the Company’s Chairman, and Raymond Mow, the Company’s Chief Financial Officer and a Director. The Line of Credit Agreement was amended and restated in its entirety on August 4, 2021, on September 29, 2021 and March 30, 2022 (as amended and restated, the “LOC Agreement”). The LOC Agreement, as most recently amended, provides for loans of up to $3,000,000 at the request of the Company to finance the purchase of equipment necessary for the operation of the Company’s business, and related working capital. Loans under the LOC Agreement accrue interest at fifteen percent (15%) per annum, compounded on a 30/360 monthly basis until the loans have been repaid in full. The amount drawn, plus all accrued interest therein, is repayable in full on July 1, 2022. Subsequent to May 31, 2022, the Company amended and restated the LOC Agreement to extent the period in which the Company may borrow funds under the LOC Agreement to August 31, 2022, and extended the maturity date to December 1, 2022. See Note 6 – Subsequent Events. As of May 31, 2022, and August 31, 2021, the Company owed $1,894,109 and $277,296, respectively, on the Line of Credit. Additionally, these loans accrue interest at the rate of 15% percent per annum. As of May 31, 2022, and August 31, 2021, accrued interest was $200,670 and $4,505, respectively. As of May 31, 2022, and August 31, 2021, the balance of accrued liabilities related party was $102,792 and $-0- respectively. The $102,972 is comprised of accrued salary and bonus due to three company officers, two of whom are directors.

2022-12-01

1894109

277296

0.15

200670

4505

102792

NOTE 4 – STOCKHOLDERS’ EQUITY Stockholders’ Equity The Company is authorized to issue 500,000,000 shares of Common Stock with a par value of $0.0001. As of May 31, 2022, and August 31, 2021, there were 44,086,091 and 40,433,399 shares outstanding, respectively. In January 2022, the Company commenced a $10.0 million Unit Offering of its common stock and warrants at a Unit price of $1.25 per Unit, comprised of one share of its common stock, one Class C-1 Warrant which is exercisable to purchase one share of the Company’s common stock until January 15, 2025, at an exercise price of $2.00 per share, and one Class C-2 warrant which is exercisable to purchase one share of the Company’s common stock until January 15, 2025, at an exercise price of $4.00 per share. The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Under those guidelines, the Company, using Black Scholes methodology using the variables below determined that the common stock value was $0.44, the C-1 warrant was $0.41 and the C-2 warrant was $0.40. <table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ScheduleOfAssumptionsUsedTableTextBlock_zB1zIcx5AEmf" style="font: 10pt Times New Roman, Times, Serif; width: 100%" summary="xdx: Disclosure - STOCKHOLDERS EQUITY (Details)"> <tr style="background-color: White"> <td style="vertical-align: top">Schedule of assumptions used table</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right"> </td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: top; width: 83%">Exercise Price</td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: bottom; width: 12%; text-align: right">$1.25 -$4,00</td> <td style="vertical-align: bottom; width: 1%"> </td></tr> <tr style="background-color: White"> <td style="vertical-align: top">Stock Price</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">$1.25</td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: top">Risk-free interest rate</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">0.04%</td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: White"> <td style="vertical-align: top">Expected volatility</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">223.3</td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: top">Expected life (in years)</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">3.00</td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: White"> <td style="vertical-align: top">Expected dividend yield</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">$0</td> <td style="vertical-align: bottom"> </td></tr> </table> Issuance of Shares During the nine months ended May 31, 2022, the Company issued the following shares: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%"> </td> <td style="width: 2%">·</td> <td style="width: 96%; text-align: justify">200,000 shares to an investment banking firm for investment banking services. The shares were valued at $2.75 per share, which was the closing price of the shares on the date of issuance.</td></tr> <tr style="vertical-align: top"> <td> </td> <td>·</td> <td style="text-align: justify">2,100,000 shares subject to vesting for services to a company employee. These common shares were valued at $0.44 per share as described above. The shares were valued at $924,000 amortized over a 60-month vesting period.</td></tr> <tr style="vertical-align: top"> <td> </td> <td>·</td> <td> <span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20210901__20220531__us-gaap--SecuritiesFinancingTransactionAxis__custom--UnitOfferingMember__srt--CounterpartyNameAxis__custom--AccreditedInvestorsMember_z8nmWlbtnso9">1,110,000 shares were sold to accredited investors under the Unit Offering. The Unit Offering was valued at $<span id="xdx_90D_eus-gaap--SharesIssuedPricePerShare_iI_c20220531__us-gaap--SecuritiesFinancingTransactionAxis__custom--UnitOfferingMember__srt--CounterpartyNameAxis__custom--AccreditedInvestorsMember_zR5W1RLpZ7qi">1.25 per Unit, as described above for a total proceeds of $1,387,500.</td></tr> <tr style="vertical-align: top"> <td> </td> <td>·</td> <td style="text-align: justify"><span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20210901__20220531__us-gaap--SecuritiesFinancingTransactionAxis__custom--UnitOfferingMember__srt--CounterpartyNameAxis__custom--InvestmentBankingFirmMember_zKA9NsmVT1Pd">200,000 shares were issued to an investment banking firm for banking services. These shares were valued at $<span id="xdx_90B_eus-gaap--SharesIssuedPricePerShare_iI_c20220531__us-gaap--SecuritiesFinancingTransactionAxis__custom--UnitOfferingMember__srt--CounterpartyNameAxis__custom--InvestmentBankingFirmMember_zUBapEZFn4Wa">0.44 according to the methodology for the Unit Offering described above</td></tr> <tr style="vertical-align: top"> <td> </td> <td>·</td> <td style="text-align: justify">42,692 shares were issued to an executive officer and director pursuant to the terms of his employment contract. These shares are subject to vesting amortized over 60 months and were valued at $0.44 according to the terms of the Unit Offering.</td></tr> </table> Warrants As of May 31, 2022, and August 31, 2021, the Company had 590,000 Class A Warrants and 590,000 Class B warrants outstanding. Both sets of warrants entitle the holder to exercise the warrants on a cash or a cashless basis until August 5, 2024. The Class A Warrants have an exercise price of $2.00 per share, and the Class B Warrants have an exercise price of $5.00 per share, but otherwise have identical terms. Also pursuant to the Company’s Unit Offering, the Company had 1,110,000 Class C-1 warrants exercisable at $2.00 per share, and 1,110,000 Class C-2 warrants exercisable at $4.00 per share, both exercisable until January 15, 2025.

500000000

0.0001

44086091

40433399

<table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ScheduleOfAssumptionsUsedTableTextBlock_zB1zIcx5AEmf" style="font: 10pt Times New Roman, Times, Serif; width: 100%" summary="xdx: Disclosure - STOCKHOLDERS EQUITY (Details)"> <tr style="background-color: White"> <td style="vertical-align: top">Schedule of assumptions used table</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right"> </td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: top; width: 83%">Exercise Price</td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: bottom; width: 12%; text-align: right">$1.25 -$4,00</td> <td style="vertical-align: bottom; width: 1%"> </td></tr> <tr style="background-color: White"> <td style="vertical-align: top">Stock Price</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">$1.25</td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: top">Risk-free interest rate</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">0.04%</td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: White"> <td style="vertical-align: top">Expected volatility</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">223.3</td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: rgb(238,238,238)"> <td style="vertical-align: top">Expected life (in years)</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">3.00</td> <td style="vertical-align: bottom"> </td></tr> <tr style="background-color: White"> <td style="vertical-align: top">Expected dividend yield</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">$0</td> <td style="vertical-align: bottom"> </td></tr> </table>

1.25

4.00

1.25

0.0004

2.233

P3Y

200000

2.75

2100000

0.44

1110000

1.25

1387500

200000

0.44

42692

590000

2.00

5.00

1110000

2.00

1110000

4.00

NOTE 5 – COMMITMENTS AND CONTINGENCIES As of May 31, 2022, the Company was contractually committed to an equipment supplier for approximately $130,000. This payable will be due to supplier when the underlying equipment is shipped. The shipment is expected to occur by the end of September 30, 2022

130000

NOTE 6 – SUBSEQUENT EVENTS Since May 31, 2022, the Company received additional subscriptions for 3,012,000 Units in the Unit offering, for gross proceeds of $4,518,000. Of those subscriptions, 2,672,000 Units, equal to $3,340,000, was in the form of a sale of new mining equipment to the Company, and the remainder was in cash. On June 24, 2022, the Company amended and restated its LOC agreement with IDI. Under the new amended and restated LOC, the Company is entitled to borrow funds up to the limit of $3,000,000 with a new maturity date of December 1, 2022. All other terms of the prior LOC remained unchanged.