SEC Info - Imperalis Holding Corp. - ‘10-Q’ for 3/31/23

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i x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ i No þ

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: i 172,694,837 shares of common stock as of May 13, 2023.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this Quarterly Report on Form 10-Q, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “approximate,” “might,” “budget,” “forecast,” “shall,” “project,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or our ability to successfully remediate the material weakness in our internal control over financial reporting in an appropriate and timely manner or at all, and the other factors described under “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K filed with the SEC on April 5, 2023. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.

We are an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products company, through our wholly owned subsidiaries Digital Power Corporation (‘DPC”) and TOG Technologies Inc. (“TOGT”), design, develop, manufacture and sell highly engineered, feature-rich, high-grade-power conversion and power system solutions to diverse industries and markets including e-Mobility, medical, military, telecommunications, and industrial as well as design and provide a line of advanced EV charging solutions. Through DPC, we provide solutions which leverage a combination of low leakage power emissions, very high-power density with power efficiency, flexible design leveraging customized firmware and short time to market. Our designed and manufactured, highly engineered, precision power conversion and control solutions serve mission-critical applications and processes. Through TOGT, we market and sell a line of scalable EV residential, commercial and ultra-fast charging products and comprehensive charging management software and network services. The business represents a natural outgrowth from our proprietary core power technologies to optimizing the design and performance of EV charging solutions.

Our strategy is to be the supplier of choice across numerous markets that require high-quality power system solutions where custom design, superior product, high quality, time to market and competitive prices are critical to business success. We believe that we provide advanced custom product design services to deliver high-grade products that reach a high level of efficiency and density and can meet rigorous environmental requirements. Our customers benefit from a direct relationship with us that supports all their needs for designing and manufacturing power solutions and products. By implementing our proprietary core technology, including process implementation in integrated circuits, we can provide cost reductions to our customers by replacing their existing power sources with our custom design cost-effective products.

On March 20, 2022, IMHC entered into a Securities Purchase Agreement (the “Agreement”) with TurnOnGreen, Inc., a Nevada corporation (“TOGI”), a then wholly owned subsidiary of Ault. Pursuant to the Agreement, at the Closing, which occurred on September 6, 2022, the Parent delivered to us all of the outstanding shares of common stock of TOGI held by the Parent, and in consideration for the issuance by IMHC to the Parent (the “Acquisition”) of an aggregate of 25,000 newly designated shares of Series A Preferred Stock (the “Series A Preferred Stock”), with each such share having a stated value of $1,000. The Series A Preferred Stock has an aggregate liquidation preference of $25 million, is convertible into shares of our common stock at the Parent’s option, is redeemable by the Parent, and entitles the Parent to vote with the common stock on an as-converted basis. Immediately following the Acquisition, TOGI became our wholly owned subsidiary, and subsequent thereto, TOGI was merged with and into our company, pursuant to which TOGI ceased to exist. TurnOnGreen continues to be led by its Chief Executive Officer, Amos Kohn and its President, Marcus Charuvastra.

During the three month period ended March 31, 2023, we had decreased revenues of $253,000 and decreased gross profits of $104,000 compared to the three month period ended March 31, 2022, primarily due to our increased sales in the three month period ended March 31, 2022, related to a large project which was discontinued in 2022, that drove increased production and deliveries in 2022.

During the three months ended March 31, 2023, our net loss increased by $78,000 compared to the three month period ended March 31, 2022, primarily due to audit fees and overhead allocations increasing by $150,000, and $124,000, respectively, partially offset primarily by decreased payroll costs and safety license fees of $113,000 and $95,000, respectively.

During the third quarter of 2022, IMHC was combined with certain entities under the common control of our Parent. As part of this transaction, we issued preferred stock that accrues a dividend, which has resulted in an increase in the net loss available to common stockholders of $500,000 for the three month period ended March 31, 2023.

The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. We have incurred recurring net losses and operations have not provided sufficient cash flows. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant deliveries of our products. Our inability to continue as a going concern could have a negative impact on our company, including our ability to obtain needed financing. In view of these matters, there is substantial doubt about our ability to continue as a going concern. We intend to finance our future development activities and working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. Our condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. We believe in the quality and reasonableness of our critical accounting policies; however, materially different amounts may be reported under different conditions or using assumptions different from those that we have applied. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to valuation of inventories, accruals of certain liabilities including product warranties, and useful lives of assets.

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a significant effect on our financial statements.

As of March 31, 2023, our management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based upon their evaluation, our principal executive officer and our principal financial officer concluded that, solely as a result of the material weaknesses identified by management and described below, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses, which have caused management to conclude that as of March 31, 2023, our internal control over financial reporting (“ICFR”) was not effective at the reasonable assurance level:

Management evaluated the impact of our failure to have segregation of duties and proper reviews, inadequacy in design of revenue recognition policies and procedures, failure to properly account for and provide adequate disclosures of complex financial instruments, fair value estimate procedures and reviews, and deficiency in identification and a disclosure of related party transactions and concluded that the multiple control deficiencies that resulted represented material weaknesses.

We have begun to implement the actions below (including appropriate staffing to execute such actions) in the following areas to strengthen our internal control over financial reporting in an effort to remediate the material weaknesses.

Inventory. We have enhanced the design of existing controls and implemented new controls over the accounting, processing and recording of inventory. Specifically, we have strengthened the design of the management review control over inventory-in-transit. We have implemented processes to ensure timely identification and evaluation of inventory cut-off, and we are requiring additional accountability from counterparties on the accuracy of incoming and outgoing shipment documentation. We have deployed information system enhancements and have made better use of current system capabilities in order to improve the accuracy of inventory cut-off, reporting and reconciliation. In addition, we have been creating an assembly bill of materials (“BOM”) in our business software to facilitate efficient and accurate manufacturing and provide proper recording of raw materials inventory. The BOM structure ultimately minimizes inventory inaccuracies and production delays, and we have been increasing cycle counting of inventory used in production to improve accuracy. Lastly, we have recently hired a material specialist whose responsibility is to maintain inventory records.

Revenue Recognition. We intend on enhancing the design of existing controls and implementing new controls over the review of the application and recording of revenue for customer contracts under the guidance outlined in ASC 606. We also intend on implementing more thorough reviews of contracts by evaluating contractual terms and determining whether certain contracts should be consolidated, involve related parties and the proper timing of revenue recognition. These reviews will include more comprehensive contractual analysis from our legal team while ensuring qualified resources are involved and adequate oversight is performed during the internal technical accounting review process.

Accounts Receivable. We intend on enhancing the design of existing controls and implementing new controls over the processing and review of accounts receivable billings. We plan to supplement our accounting staff with more experienced personnel. We will also evaluate information system capabilities in order to reduce the manual calculations within this business process.

Complex Financial Instruments. We will design and implement controls to properly identify and implement the proper accounting treatment and classifications of our complex financial instruments to ensure our equity accounting and treatment is in accordance with U.S. generally accepted accounting principles. We intend to accomplish this by implementing more thorough reviews of certain details regarding all rights, penalties, record holders and negative covenants of the financial instruments in order to apply the correct accounting guidance (liabilities vs. equity vs. temporary equity).

Fair value estimates. We will design and implement additional control activities to ensure controls related to fair value estimates (including controls that validate the reasonableness, completeness and accuracy of information, data and assumptions), are properly designed, implemented and documented.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting. We will continue to diligently review our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2023, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

The company is involved in litigation arising from matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

Certain of these outstanding matters include speculative or indeterminate monetary amounts. We record an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when we consider it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of loss related to such matters.

With respect to our outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

** This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

In accordance with the requirements of the Exchange Act, the registrant caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

i Nevada		i 20-5648820
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

i 1421 McCarthy Blvd, i Milpitas, i CA	i 95035	i (510) i 657-2635
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number, including area code)

¨ Large accelerated Filer		¨ Accelerated Filer
x i Non-accelerated Filer		i x Smaller reporting company
		i ¨ Emerging growth company

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheet as of March 31, 2023 and December 31, 2022	3

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022	4

	Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three months ended March 31, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19


	March 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	i 21,000		$	i 95,000
Accounts receivable		i 716,000			i 1,022,000
Inventories		i 2,461,000			i 2,595,000
Prepaid expenses		i 693,000			i 684,000
TOTAL CURRENT ASSETS		i 3,891,000			i 4,396,000

Property and equipment, net		i 397,000			i 326,000
Right-of-use assets		i 1,533,000			i 1,661,000
Other noncurrent assets		i 270,000			i 270,000
TOTAL ASSETS	$	i 6,091,000		$	i 6,653,000

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	i 1,066,000		$	i 1,147,000
Accrued expenses and other current liabilities		i 2,366,000			i 1,971,000
Operating lease liability, current		i 578,000			i 561,000
Related party advances		i 76,000			i 52,000
TOTAL CURRENT LIABILITIES		i 4,086,000			i 3,731,000

LONG TERM LIABILITIES
Operating lease liability, non-current		i 1,102,000			i 1,251,000
Other long term liabilities		i 72,000			i 59,000
TOTAL LIABILITIES		i 5,260,000			i 5,041,000

COMMITMENTS AND CONTINGENCIES
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Preferred stock series A subject to possible redemption, i i 50,000,000 / shares authorized: i i i i 25,000 / / / issued and outstanding at stated redemption value of $ i i 1,000 / per share as of March 31, 2023 and December 31, 2022		i 25,000,000			i 25,000,000

STOCKHOLDER’S DEFICIT:
Common Stock, par value $ i i 0.001 / a share; i i 750,000,000 / shares authorized: i i i i 172,694,837 / / / shares issued and outstanding at March 31, 2023 and December 31, 2022		i 173,000			i 173,000
Additional paid-in capital		i 13,421,000			i 12,691,000
Accumulated deficit		( i 37,763,000	)		( i 36,252,000	)
TOTAL STOCKHOLDERS’ DEFICIT		( i 24,169,000	)		( i 23,388,000	)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$	i 6,091,000		$	i 6,653,000

Imperalis Holding Corp. – ‘10-Q’ for 3/31/23

On: Monday, 5/15/23, at 4:37pm ET · For: 3/31/23 · Accession #: 1214659-23-7207 · File #: 0-52140

Previous ‘10-Q’: ‘10-Q’ on 11/22/22 for 9/30/22 · Next: ‘10-Q’ on 8/17/23 for 6/30/23 · Latest: ‘10-Q’ on 11/14/23 for 9/30/23 · 2 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

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Dates Referenced Herein and Documents Incorporated by Reference

2 Previous Filings that this Filing References


	Three Months Ended March 31,
	2023			2022
Revenue	$	i 876,000		$	i 1,129,000
Cost of revenue		i 517,000			i 666,000
Gross profit		i 359,000			i 463,000

Operating expenses:
Research and development		i 119,000			i 206,000
General and administration		i 857,000			i 849,000
Selling and marketing		i 392,000			i 341,000
Total operating expenses		i 1,368,000			i 1,396,000
Operating loss		( i 1,009,000	)		( i 933,000	)
Other expense:
Interest		i 2,000			-
Total other expense		i 2,000			-
Net loss		( i 1,011,000	)		( i 933,000	)

Preferred Dividends		( i 500,000	)		-
Net loss available to common stockholders		( i 1,511,000	)		( i 933,000	)

Net loss per common share basic and diluted:	$	( i 0.01	)	$	-

Weighted average common shares, basic and diluted		i 172,694,837			-


	For the Three Months Ended March 31,
Cash flows from operating activities:	2023			2022
Net loss	$	( i 1,511,000	)	$	( i 933,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		i 22,000			i 6,000
Amortization of right-of-use assets		i 128,000			i 120,000
Increase in contribution from parent for corporate overhead		i 153,000			i 60,000
Changes in operating assets and liabilities
Accounts receivable		i 306,000			i 225,000
Prepaid expenses and other assets		( i 95,000	)		i 1,019,000
Inventory		i 134,000			( i 1,321,000	)
Accounts payable		( i 81,000	)		i 91,000
Lease and warranty liabilities		( i 119,000	)		i 16,000
Other current liabilities		i 395,000			i 23,000
Net cash used in operating activities		( i 668,000	)		( i 694,000	)

Cash flows from investing activities:
Purchase of property and equipment		( i 7,000	)		( i 75,000	)
Cash used in investing activities		( i 7,000	)		( i 75,000	)

Cash flows from financing activities:
Proceeds from contribution from parent		i 577,000			i 950,000
Related party advances, net of payments		i 24,000			-
Net cash provided by financing activities		i 601,000			i 950,000

Net (decrease) increase in cash and cash equivalents		( i 74,000	)		i 181,000
Cash at beginning of period		i 95,000			i 112,000
Cash at end of period	$	i 21,000		$	i 293,000

Schedule of disaggregated revenues
	For the Three Months Ended March 31,
	2023		2022
Primary Geographical Markets
North America	$	i 784,000	$	i 1,012,000
Europe		-		i 19,000
Other		i 92,000		i 98,000
Total Revenue	$	i 876,000	$	i 1,129,000

Major Goods
Power supply units	$	i 825,000	$	i 1,096,000
EV chargers		i 51,000		i 33,000
Total Revenue	$	i 876,000	$	i 1,129,000

Timing of Revenue Recognition
Revenue recognized over time	$	i 3,000	$	-
Goods transferred at a point in time		i 873,000		i 1,129,000
Total Revenue	$	i 876,000	$	i 1,129,000

Schedule percentage of total trade receivables
	As of			As of
	March 31, 2023			December 31, 2022
Customer A		i 17.2	%		i 10.9	%
Customer B		i 12.9	%		i 9.9	%
Customer C		i 10.5	%		-	%
Customer D		i 10.1	%		i 3.8	%
Customer E		i 1.0	%		i 19.5	%
Customer F		i 2.2	%		i 16.6	%

Schedule of property and equipment
	March 31, 2023			December 31, 2022
Machinery and equipment	$	i 559,000		$	i 667,000
Computers and software		i 89,000			-
Leasehold improvements, furniture and equipment		i 208,000			i 207,000
EV chargers		i 118,000			i 115,000
Gross property and equipment		i 974,000			i 989,000
Less: accumulated depreciation and amortization		( i 577,000	)		( i 663,000	)
Property and equipment, net	$	i 397,000		$	i 326,000

Schedule of inventories
	March 31, 2023		December 31, 2022
Raw materials, parts and supplies	$	i 773,000	$	i 788,000
Finished products		i 1,688,000		i 1,807,000
Total inventories	$	i 2,461,000	$	i 2,595,000

Schedule of warranty liability
	March 31, 2023		December 31, 2022
Beginning warranty liability	$	i 59,000	$	i 54,000
Warranty expenses incurred		-		-
Additional liability accrued		-		i 5,000
Total accrued warranty		i 59,000		i 59,000
Less: accrued warranty - current	$	i 16,000	$	i 16,000
Accrued warranty – non-current	$	i 43,000	$	i 43,000

Schedule of accrued expenses
	March 31, 2023		December 31, 2022
Customer prepayments	$	i 202,000	$	i 276,000
Accrued legal contingencies		i 681,000		i 681,000
Dividends payable		i 1,139,000		i 639,000
Warranty liability, current		i 16,000		i 17,000
Other accrued liabilities		i 89,000		i 103,000
Accrued payroll and payroll taxes		i 239,000		i 255,000
Total other current liabilities	$	i 2,366,000	$	i 1,971,000

Schedule of lease cost
	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Operating lease cost	$	i 162,000		$	i 162,000
Short-term lease cost		-			-
Variable lease cost		-			-
Less: Sublease income		( i 11,000	)		-
Total	$	i 151,000		$	i 162,000

Schedule of anti dilutive securities excluded from computation of earnings per share	March 31,
	2023		2022
Convertible notes		i 10,961,000		i 20,367,000
Convertible preferred stock		i 25,000,000		i 25,000,000
Total		i 35,961,000		i 45,367,000

	2023			2022			Change ($)			Change (%)
Revenue	$	876,000		$	1,129,000		$	(253,000	)		(22	)%
Cost of revenue		517,000			666,000			(149,000	)		(22	)%
Gross profit		359,000			463,000			(104,000	)		(22	)%
Operating expenses:
Research and development		119,000			206,000			(87,000	)		(42	)%
General and administrative		857,000			849,000			8,000			1	%
Selling and marketing		392,000			341,000			51,000			15	%
Total operating expenses		1,368,000			1,396,000			(28,000	)		(2	)%
Operating loss		(1,009,000	)		(933,000	)		76,000			8	%
Other expense:
Interest		2,000			-			2,000			100	%
Total other expense		2,000			-			2,000			100	%
Net loss		(1,011,000	)		(933,000	)		(78,000	)		8
Preferred dividends		(500,000	)		-
Net loss available to common stockholders	$	(1,511,000	)	$	(933,000	)

Exhibit No.		Exhibit Description
3.1		Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed November 29, 2022.
3.2		By-Laws. Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed April 13, 2021.
3.3		Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 6, 2022.
31.1*		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2*		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1**		Certification of Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	IMPERALIS HOLDING CORP.

	By: /s/ *Amos Kohn*
	Amos Kohn
	Chief Executive Officer
	(Principal Executive Officer)

	By: /s/ *David J. Katzoff*
	David J. Katzoff
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	1/14/24
	7/6/23
	6/6/23
Filed on:	5/15/23
	5/13/23
	5/6/23
	4/10/23
	4/6/23
	4/5/23	10-K
For Period end:	3/31/23	NT 10-K
	3/9/23
	1/1/23
	12/31/22	10-K, NT 10-K
	12/15/22
	12/9/22
	9/6/22	3, 4, 8-K
	3/31/22	10-Q, NT 10-K
	3/20/22
	1/1/22
	12/15/19
	11/21/19
	4/5/05
		List all Filings