v3.22.2.2
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Jun. 30, 2022
COMMITMENTS AND CONTINGENCIES  
13. COMMITMENTS AND CONTINGENCIES

13.  COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits.

 

Operating Leases

 

As of June 30, 2022, the Company had no obligation for future lease payments under non-cancelable operating leases.  However, the Company has entered into three agreements described below related to its cryptocurrency mining operations pursuant to which the Company’s sole obligation is to pay monthly a contractual rate per kilowatt hour of electricity consumed.

  

PetaWatt Power Purchase Agreement

 

Power Supply and Purchase Agreement

 

In May 2019, the Company consolidated its then cryptocurrency operations in one facility in Carthage, New York.  The Carthage power supply and purchase agreement with PetaWatt Properties, LLC (“PetaWatt”) was entered into on May 10, 2019 for an initial term of 90 days, with an option to continue the agreement for a subsequent 36 months, which option the Company has exercised.  The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations.  This agreement was superseded on May 7, 2021 with a new Lease, Hosting, and Energy Services Agreement with PetaWatt.

 

Lease, Hosting, and Energy Services Agreement

 

On May 7, 2021, the Company and PetaWatt entered into a Lease, Hosting and Energy Services Agreement for the Carthage, New York facility for a period of 36 months.  The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations.  The Company made a prepayment of $300,000 upon signing the agreement, to be drawn down with monthly invoices submitted to the Company by PetaWatt.  As of June 30, 2022 and June 30, 2021, the remaining prepayment balance was $0 and $193,870, respectively, which amounts were included in prepaid expenses and other current assets in the accompanying balance sheet.  Due to PetaWatt’s financial difficulties, the Company discontinued its cryptocurrency mining operations in New York and the agreement was terminated.  All mining equipment had been shipped to Tioga, Pennsylvania and Kearney, Nebraska as of March 11, 2022 where full mining operations commenced again in April 2022.

 

Compute North Power Purchase and Hosting Agreements

 

On March 8, 2021, the Company and Compute North LLC (“Compute North”) entered into a Master Agreement for the colocation and management of the Company’s cryptocurrency mining operations. The Company submits Order Forms to Compute North to determine the location of the hosted facilities, the number of cryptocurrency miners, the term of the services provided and the contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The agreement also provides the Company the option to purchase cryptocurrency mining equipment from Compute North. The initial Order form was for 425 miners in Kearney, Nebraska for a term of 3 years and 250 miners in Savoy, Texas for a term of 3 years. The parties subsequently consolidated the cryptocurrency mining operations in the Kearney, Nebraska facility. This agreement required an initial deposit of $78,147, which was included in deposits in the accompanying balance sheet. The Company has an ongoing obligation under the agreement to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. Nebraska operations commenced in September 2021.

  

On June 3, 2022, the Company and Compute North entered into a second Master Agreement for the colocation and management of the Company’s cryptocurrency mining operations. The Company executed Order Forms to Compute North to determine the number of cryptocurrency miners, the term of the services provided and the contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The agreement also provides the Company the option to purchase cryptocurrency mining equipment from Compute North. No cryptocurrency mining equipment has been purchased under this agreement. The final Order Form was to host 1,675 miners in Wolf Hollow, Texas for a term of 5 years. This agreement required an initial deposit of $500,000, which had not been paid as of June 30, 2022. The Company has an ongoing obligation under the agreement to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. Full mining operations had not commenced as of June 30, 2022. The Company estimates these miners will be connected and placed into service in early October 2022.

Tioga Property Lease and Power Purchase Agreement

 

On December 15, 2021, the Company and Tioga Holding, LLC, a related party, entered into a Property Lease and Power Purchase Agreement for the use by the Company of facilities located in Tioga, Pennsylvania.  The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The term of the agreement is 36 months. Full mining operations commenced in April 2022.

 

Service Agreement

 

On January 25, 2022, the Company and Bitkern Consulting, Inc. (“Bitkern”) entered into a Services Agreement for the Company’s Tioga, Pennsylvania mining operations.  Bitkern is to provide: management of schedules of deliveries of mining equipment; receive and install mining equipment; install mining software, as needed, and maintain the mining equipment after installation.  The agreement shall remain in effect for an indefinite period until terminated by either party in accordance with terms of the agreement.  The Company is to pay monthly a contractual rate of $0.005 per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations.  Other costs of repairs and maintenance incurred by Bitkern, including materials and subcontractors, will be reimbursed by the Company.