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The impacts of climate change may materially and adversely impact the cost, production and financial performance of our operations. Further, any impacts to our business and financial condition as a result of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may result in adverse physical effects on portions of our infrastructure, which could disrupt our supply chain and ultimately our business operations. In addition, disruption of transportation and distribution systems could result in reduced operational efficiency and customer service interruption. Climate related events have the potential to disrupt our business, including the business of our customers, and may cause us to experience higher attrition, losses and additional costs to resume operations.

In addition, a number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate change interest groups and the potential impact of climate change. Given the significant amount of electrical power required to operate cryptocurrency miners, as well the environmental impact of mining for metals used in the production of mining servers, the cryptocurrency mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.


Operating costs decreased $9,978, or 0%, from $37,507,750 for the year ended March 31, 2020, to $37,497,772 for the year ended March 31, 2021. We saw an increase in our cost of sales and services of $5,083,948, or 203%, from $2,507,071 for the year ended March 31, 2020, to $7,591,019 for the year ended March 31, 2021. This increase was due to the increase in our mining operations and the costs associated with running our mining equipment, which include hosting, electrical, and power costs. We also recorded an increase in professional fees of $1,799,555, or 133%, from $1,356,574 for the year ended March 31, 2020, to $3,156,129 for the year ended March 31, 2021, which was due to our issuance of 82,000,000 shares of common stock for professional services valued at $1,640,000 based on the market value on the day of issuance. The increase was offset by a decrease in our impairment expense of $3,629,658, or 86%, from $4,230,741 for the year ended March 31, 2020 to $601,083 for the year ended March 31, 2021. The large expense in the prior year was due to a long-term license agreement being written off when we discontinued the use of the license, along with the write-off of fixed assets that were abandoned and the write-off of intangible assets we determined were not going to be recoverable. In addition, there was a decrease of $2,226,943 in salary and related costs and a decrease of $1,117,752 in general and administrative costs due to overall cost-cutting measures taken during the year ended March 31, 2021.


In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Under current GAAP, there are five accounting models for convertible debt instruments. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, the FASB decided to add disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. ASU 2020-06 will be effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of this accounting pronouncement to its financial statements.


Ralph R. Valvano has over 26 years of global finance and transformation experience in the financial services industry. Mr. Valvano’s prior experience included the positions of CFO/COO of J.C. Flowers Asset Management, part of a $15 billion-dollar private equity firm, Financial Operations and Principal (FinOp) of J.C. Flowers Securities, a FINRA registered broker-dealer, and CFO of Flowers National Bank NA. Prior to that Mr. Valvano held various roles at JPMorgan Chase & Co. and ended his tenure as the Global Investment Bank Management Controller. Mr. Valvano began his career as a financial services auditor for PricewaterhouseCoopers. He earned a BS in Accounting from William Paterson University, a MS in Tax from Fairleigh Dickinson University and obtained his CPA license in 1994.


During the year ended March 31, 2021 we raised $5,893,135 in cash proceeds from related parties, $1,405,300 in cash proceeds from new lending arrangements, and $1,960,325 in cash proceeds from the sale of preferred stock. Additionally, we reported $6,887,284 in cash provided by operating activities, $774,389 of income from operations, and net income of $565,793. As of March 31, 2021 we have cash of $5,389,654 and a working capital balance of $2,005,576. Further, subsequent to March 31, 2021 we received gross proceeds of $2,471,875 in connection with our Preferred Unit Offering and plan to continue to increase revenues and decrease expenses to generate income from operations. As of March 31, 2021 our unrestricted cryptocurrency balance was reported at a cost basis of $4,679,256. The fair market value of those holdings, based on the closing market price on March 31, 2021, was $5,978,597. These positive conditions and events have led management to determine that the substantial doubt about the Company’s ability to continue as a going concern has been mitigated and alleviated.