CalEthos (GEDC) 10-Q 15 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 10, 2019
Document And Entity Information
Entity Registrant Name	CalEthos, Inc.
Entity Central Index Key	0001174891
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		16,634,951
Entity Trading Symbol	BUUZ
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 180,000
Cash held by officer		12,000
Prepaid expenses	2,000	2,000
Undeposited funds - common stock	16,000	16,000
Total Current Assets	198,000	30,000
Total Assets	198,000	30,000
CURRENT LIABILITIES:
Accounts payable	219,000	180,000
Convertible promissory notes, net	21,000
Total Current Liabilities	240,000	180,000
Total Liabilities	240,000	180,000
STOCKHOLDERS' DEFICIT
Preferred stock
Common stock par value $0.001: 100,000,000 shares authorized; 16,634,951 shares issued and outstanding	17,000	17,000
Additional paid-in capital	7,949,000	7,660,000
Accumulated deficit	(8,008,000)	(7,827,000)
Total Stockholders' Deficit	(42,000)	(150,000)
Total Liabilities and Stockholders' Deficit	198,000	30,000
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	96,400,000	96,400,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	16,634,951	16,634,951
Common stock, shares outstanding	16,634,951	16,634,951
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	3,600,000	3,600,000
Preferred stock, shares issued	35,975	35,975
Preferred stock, shares outstanding	35,975	35,975

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenues
Operating Expenses
Professional fees	155,000	7,000
General and administrative expenses	5,000	1,000
Operating expenses	160,000	8,000
Loss from operations	(160,000)	(8,000)
Other expenses - Interest	(21,000)
Loss before provision for income taxes	(181,000)	(8,000)
Provision for income taxes
Net loss	(181,000)	(8,000)
Other comprehensive income (loss)
Comprehensive loss	$ (181,000)	$ (8,000)
Net loss per share	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding - basic and diluted	16,634,951	630,207

Condensed Statement of Stockhol

Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017			$ 1,000	$ 7,601,000	$ (7,599,000)	$ 3,000
Balance, shares at Dec. 31, 2017			630,207
Net loss					(8,000)	(8,000)
Balance at Mar. 31, 2018			$ 1,000	7,601,000	(7,607,000)	(5,000)
Balance, shares at Mar. 31, 2018			630,207
Balance at Dec. 31, 2018			$ 17,000	7,660,000	(7,827,000)	(150,000)
Balance, shares at Dec. 31, 2018	35,975		16,634,951
Proceeds for the sale of series A convertible preferred stock				$ 69,000		$ 69,000
Proceeds for the sale of series A convertible preferred stock, shares	50,000
Relative fair value of warrants issued with convertible promissory notes				102,000		102,000
Beneficial conversion feature associated with convertible promissory notes				$ 118,000		$ 118,000
Net loss					(181,000)	(181,000)
Balance at Mar. 31, 2019			$ 17,000	$ 7,949,000	$ (8,008,000)	$ (42,000)
Balance, shares at Mar. 31, 2019	85,975		16,634,951

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities
Net loss	$ (181,000)	$ (8,000)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of convertible promissory notes discounts	21,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	39,000	5,000
Net cash used in operating activities	(121,000)	(3,000)
Cash flows from investing activities
Cash held by officer	12,000
Net cash provided by investing activities	12,000
Cash flows from financing activities
Proceeds from the issuance of convertible promissory notes	220,000
Proceeds from the issuance of series A convertible preferred stock	69,000
Net cash provided by financing activities	289,000
Net increase (decrease) in cash	180,000	(3,000)
Cash, beginning of period		7,000
Cash, end of period	180,000	4,000
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-Cash investing and financing activities
Relative fair value of warrants issued with convertible promissory notes	102,000
Beneficial conversion feature associated with convertible promissory notes	$ 118,000

Organization and Accounting Pol

Organization and Accounting Policies	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Accounting Policies	Note 1 – Organization and Accounting Policies CalEthos, Inc. (the “Company”) (fka RealSource Residential, Inc.) was incorporated on March 20, 2002 under the laws of the State of Nevada. Since the second quarter of 2016, the Company has been a “shell” company, as defined in Rule 12b-2 under the Exchange Act. Change in Control On May 16, 2018, certain majority stockholders of the Company, including certain former directors and officers of the Company, entered into a stock purchase agreement dated May 16, 2018 (the “Control Purchase Agreement”) with RealSource Acquisition Group, LLC, a Utah limited liability company (“RealSource Acquisition”), whereby RealSource Acquisition agreed to purchase an aggregate of 11,006,356 shares (440,256 shares after giving effect to the Reverse Stock Split (see Note 3) (the “Control Shares”) of the Company’s issued and outstanding shares of common stock for an aggregate purchase price of $180,000. Immediately prior to the closing under the Control Purchase Agreement on September 12, 2018 (the “Closing Date”), RealSource Acquisition assigned its rights under the Control Purchase Agreement to M1 Advisors, LLC, a Delaware limited liability company (“M1 Advisors”), pursuant to a purchase agreement and assignment and assumption of contract rights dated as of August 28, 2018 between RealSource Acquisition and M1 Advisors. M1 Advisors paid RealSource Acquisition $80,000 as consideration for such assignment. Effective on the Closing Date, and in accordance with the amended and restated bylaws of the Company and the requirements of the Control Purchase Agreement, (a) each of Michael S. Anderson, Nathan W. Hanks and V. Kelly Randall resigned as directors of the Company, (b) Michael Campbell, the sole member of M1 Advisors, and Piers Cooper were elected to the Company’s board of directors, and (c) Mr. Hanks also resigned as president and chief executive officer of the Company, Mr. Randall also resigned as chief operating office and chief financial officer of the Company, Mr. Campbell was appointed the chief executive officer of the Company and Piers Cooper was appointed president of the Company. On the Closing Date, the Company entered into a series A preferred stock purchase agreement dated as of the Closing Date (the “Preferred Purchase Agreement”) with M1 Advisors, which is an entity controlled by Michael Campbell, the Company’s chief executive officer and a director of the Company at such time, Piers Cooper, the Company’s president and a director of the Company at such time, the members of RealSource Acquisition, and the other investors who were signatories thereto (collectively, the Purchasers”). Pursuant to the Preferred Purchase Agreement, the Company sold to the Purchasers an aggregate of 15,600,544 shares of the Company’s series A preferred stock, which has since been re-designated as Founder preferred stock (“Founder Preferred Stock”), for an aggregate purchase price of $16,000, or $0.001 per share. Of the Founder Preferred Stock purchased, 9,320,414 shares were purchased by M1 Advisors, 4,674,330 shares were purchased by Mr. Cooper and an aggregate of 1,195,000 shares were purchased by the members of RealSource Acquisition or their assigns. Immediately following the above transactions, an aggregate of 15,600,544 shares of Founder Preferred Stock and 630,207 shares of common stock was issued and outstanding. At such time, the shares of Founder Preferred Stock and common stock owned by M1 Advisors represented approximately 60.14% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis and the shares of Founder Preferred Stock owned by Mr. Cooper represented approximately 28.80% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis. The shares of Founder Preferred Stock acquired by M1 Advisors were purchased with funds that M1 Advisors borrowed from another entity controlled by Mr. Campbell. On December 20, 2018, all outstanding shares of Founder Preferred Stock was converted in to shares of the Company’s common stock on a one-for-one basis pursuant to the terms of the Founder Preferred Stock. Business Activity Following the change in control, as described above, the board of directors determined to establish the Company in the rapidly-growing cannabis industry, initially in the State of California. The primary activity of the Company’s management is to seek and investigate various opportunities in the California cannabis industry, and if such investigation warrants, acquire assets and create a business around them, acquire part or all of an operating cannabis business or invest in a joint venture with other more established companies already in the cannabis industry. The Company will not restrict its search to any specific business, segment of the cannabis industry or geographical location and the Company may participate in a business venture of virtually any kind or nature that the board of directors believe is beneficial to the Company and its shareholders. Financial Statement Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. The balance sheet as of December 31, 2018 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2018. The notes to the unaudited condensed financial statements are presented on a going concern basis unless otherwise noted. Basis of Presentation The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. The Company incurred a net loss of approximately $181,000 for the three months ended March 31, 2019 and had an accumulated deficit of approximately $8,008,000 as of March 31, 2019. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company’s condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern. Debt Discounts The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options Recently Adopted Pronouncements Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases

Convertible Promissory Notes

Convertible Promissory Notes	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Convertible Promissory Notes	Note 2 – Convertible Promissory Notes In February and March 2019, the Company issued two convertible promissory notes in the amounts of $110,000 and $132,000, respectively (the “Notes”). The total proceeds were approximately $220,000, due to approximately $22,000 for an original issue discount. The Notes are non-interest bearing with the principal due and payable in February 2020. Any amount of unpaid principal on the date of maturity will accrue interest at rate of 10% per annum (default interest). The principal amount and all accrued interest are convertible into shares of the Company’s common stock, as of the date of issuance, at a rate of $1.00 per share (“Conversion Rate”). The conversion rate is adjustable if, at any time when any principal amount of the Notes remains unpaid or unconverted, the Company issues or sells any shares of the Company’s common stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), which is less than the Conversion Rate in effect on the date of such issuance (or deemed issuance) of such shares of common stock (a “Dilutive Issuance”). Immediately upon a Dilutive Issuance, the Conversion Rate will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance. Events of default include, failure to issue conversion shares, the occurrence of a breach or default under any other agreement, any instrument or document involving any indebtedness for borrowed money of more than $100,000 in the aggregate, bankruptcy filing, application for the appointment of a custodian, trustee or receiver, insolvency, the Company’s common stock delisted, or dissolution, winding up, or termination of the business of the Company. In connection with the issuance of the Notes, the Company issued to the purchasers of the Notes stock purchase warrants to purchase an aggregate of 121,000 shares of the Company’s common stock for a purchase price of $1.00 per share, subject to adjustments. In accordance with ASC 470 - Debt, the Company has allocated the cash proceeds amounts of the Notes between the Notes, warrants and conversion feature. The relative fair value of the warrants allocated totaled approximately $102,000 and the beneficial conversion totaled approximately $118,000 are being amortized and expensed over the term of the Notes. For the three months ended March 31, 2019, the amortization expense was approximately $21,000. The Company determined that the conversion feature of the Notes would not be an embedded feature to be bifurcated and accounted for as a derivative in accordance with ASC 818-15 Derivatives and Hedging. As of March 31, 2019, convertible promissory notes consisted of the following: Principal Amount $ 242,000 Original issue discount (20,000 ) Warrant discount (93,000 ) Conversion feature discount (108,000 ) Net balance $ 21,000

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Stockholders' Deficit	Note 3 – Stockholders’ Deficit In January 2018, the Company issued and sold an aggregate of 50,000 shares of Series A Preferred Stock for an aggregate purchase price of $69,000, or $1.38 per share.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 4 – Subsequent Events The Company has evaluated all events that occured after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed, except those already disclosed above.

Organization and Accounting P_2

Organization and Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Change in Control	Change in Control On May 16, 2018, certain majority stockholders of the Company, including certain former directors and officers of the Company, entered into a stock purchase agreement dated May 16, 2018 (the “Control Purchase Agreement”) with RealSource Acquisition Group, LLC, a Utah limited liability company (“RealSource Acquisition”), whereby RealSource Acquisition agreed to purchase an aggregate of 11,006,356 shares (440,256 shares after giving effect to the Reverse Stock Split (see Note 3) (the “Control Shares”) of the Company’s issued and outstanding shares of common stock for an aggregate purchase price of $180,000. Immediately prior to the closing under the Control Purchase Agreement on September 12, 2018 (the “Closing Date”), RealSource Acquisition assigned its rights under the Control Purchase Agreement to M1 Advisors, LLC, a Delaware limited liability company (“M1 Advisors”), pursuant to a purchase agreement and assignment and assumption of contract rights dated as of August 28, 2018 between RealSource Acquisition and M1 Advisors. M1 Advisors paid RealSource Acquisition $80,000 as consideration for such assignment. Effective on the Closing Date, and in accordance with the amended and restated bylaws of the Company and the requirements of the Control Purchase Agreement, (a) each of Michael S. Anderson, Nathan W. Hanks and V. Kelly Randall resigned as directors of the Company, (b) Michael Campbell, the sole member of M1 Advisors, and Piers Cooper were elected to the Company’s board of directors, and (c) Mr. Hanks also resigned as president and chief executive officer of the Company, Mr. Randall also resigned as chief operating office and chief financial officer of the Company, Mr. Campbell was appointed the chief executive officer of the Company and Piers Cooper was appointed president of the Company. On the Closing Date, the Company entered into a series A preferred stock purchase agreement dated as of the Closing Date (the “Preferred Purchase Agreement”) with M1 Advisors, which is an entity controlled by Michael Campbell, the Company’s chief executive officer and a director of the Company at such time, Piers Cooper, the Company’s president and a director of the Company at such time, the members of RealSource Acquisition, and the other investors who were signatories thereto (collectively, the Purchasers”). Pursuant to the Preferred Purchase Agreement, the Company sold to the Purchasers an aggregate of 15,600,544 shares of the Company’s series A preferred stock, which has since been re-designated as Founder preferred stock (“Founder Preferred Stock”), for an aggregate purchase price of $16,000, or $0.001 per share. Of the Founder Preferred Stock purchased, 9,320,414 shares were purchased by M1 Advisors, 4,674,330 shares were purchased by Mr. Cooper and an aggregate of 1,195,000 shares were purchased by the members of RealSource Acquisition or their assigns. Immediately following the above transactions, an aggregate of 15,600,544 shares of Founder Preferred Stock and 630,207 shares of common stock was issued and outstanding. At such time, the shares of Founder Preferred Stock and common stock owned by M1 Advisors represented approximately 60.14% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis and the shares of Founder Preferred Stock owned by Mr. Cooper represented approximately 28.80% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis. The shares of Founder Preferred Stock acquired by M1 Advisors were purchased with funds that M1 Advisors borrowed from another entity controlled by Mr. Campbell. On December 20, 2018, all outstanding shares of Founder Preferred Stock was converted in to shares of the Company’s common stock on a one-for-one basis pursuant to the terms of the Founder Preferred Stock.
Business Activity	Business Activity Following the change in control, as described above, the board of directors determined to establish the Company in the rapidly-growing cannabis industry, initially in the State of California. The primary activity of the Company’s management is to seek and investigate various opportunities in the California cannabis industry, and if such investigation warrants, acquire assets and create a business around them, acquire part or all of an operating cannabis business or invest in a joint venture with other more established companies already in the cannabis industry. The Company will not restrict its search to any specific business, segment of the cannabis industry or geographical location and the Company may participate in a business venture of virtually any kind or nature that the board of directors believe is beneficial to the Company and its shareholders.
Financial Statement Presentation	Financial Statement Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. The balance sheet as of December 31, 2018 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2018. The notes to the unaudited condensed financial statements are presented on a going concern basis unless otherwise noted.
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. The Company incurred a net loss of approximately $181,000 for the three months ended March 31, 2019 and had an accumulated deficit of approximately $8,008,000 as of March 31, 2019. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company’s condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern.
Debt Discounts	Debt Discounts The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options
Recently Adopted Pronouncements	Recently Adopted Pronouncements Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases

Convertible Promissory Notes (T

Convertible Promissory Notes (Table)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Schedule of Convertible Promissory Notes	As of March 31, 2019, convertible promissory notes consisted of the following: Principal Amount $ 242,000 Original issue discount (20,000 ) Warrant discount (93,000 ) Conversion feature discount (108,000 ) Net balance $ 21,000

Organization and Accounting P_3

Organization and Accounting Policies (Details Narrative) - USD ($)	May 16, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Aggregate purchasers shares	11,006,356
Number of shares after reserve stock split	440,256
Purchase price of shares	$ 180,000
Payment made as consideration	$ 80,000
Preferred stock, shares outstanding
Preferred stock, shares issued
Common stock, shares outstanding		16,634,951		16,634,951
Common stock, shares issued		16,634,951		16,634,951
Net loss		$ (181,000)	$ (8,000)
Accumulated deficit		$ (8,008,000)		$ (7,827,000)
Preferred Purchase Agreement [Member]
Aggregate purchasers shares		15,600,544
Number of shares after reserve stock split		0.001
Purchase price of shares		$ 16,000
Purchase price per share		$ 0.001
Common stock, shares outstanding		630,207
Common stock, shares issued		630,207
Preferred Purchase Agreement [Member] | Founder Preferred Stock [Member]
Preferred stock, shares outstanding		15,600,544
Preferred stock, shares issued		15,600,544
Preferred Purchase Agreement [Member] | M1 Advisors [Member]
Aggregate purchasers shares		9,320,414
Percentage of shares issued and outstanding		60.14%
Preferred Purchase Agreement [Member] | Mr. Cooper [Member]
Aggregate purchasers shares		4,674,330
Percentage of shares issued and outstanding		28.80%
Preferred Purchase Agreement [Member] | Members of RealSource Acquisition [Member]
Aggregate purchasers shares		1,195,000

Convertible Promissory Notes (D

Convertible Promissory Notes (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Feb. 28, 2019
Debt Disclosure [Abstract]
Convertible promissory note issued during period	$ 132,000		$ 110,000
Proceeds from issuance of convertible debt	$ 220,000
Original issue discount		$ 22,000
Debt instrument maturity date	Feb. 29, 2020
Debt instruments interest rate percentage		10.00%
Debt instruments conversion price per share		$ 1
Indebtedness for borrowed money maximum limit		$ 100,000
Issuance of warrants to purchase of common stock	121,000
Issuance of warrant price per share	$ 1
Fair value of warrant amount	$ 102,000
Beneficial conversion of warrants	118,000
Amortization of expenses	$ 21,000

Convertible Promissory Notes -

Convertible Promissory Notes - Schedule of Convertible Promissory Notes (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Net balance	$ 21,000
Promissory Notes [Member]
Principal Amount	242,000
Original issue discount	(20,000)
Warrant discount	(93,000)
Conversion feature discount	(108,000)
Net balance	$ 21,000

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative) - Series A Preferred Stock [Member]	1 Months Ended
	Jan. 31, 2018USD ($)$ / sharesshares
Number of series A preferred stock issued | shares	50,000
Number of series A preferred stock issued, value | $	$ 69,000
Shares price per share | $ / shares	$ 1.38