CalEthos (GEDC) 10-K 30 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 18, 2020	Jun. 30, 2019
Document And Entity Information
Entity Registrant Name	CalEthos, Inc.
Entity Central Index Key	0001174891
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filer	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Public Float			$ 4,281,422
Entity Common Stock, Shares Outstanding		16,634,951
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 123,000
Cash held by officer		12,000
Prepaid expenses	2,000	2,000
Total Current Assets	125,000	14,000
Total Assets	125,000	14,000
CURRENT LIABILITIES:
Accounts payable and accrued expenses	363,000	180,000
Convertible promissory notes, net	323,000
Total Current Liabilities	686,000	180,000
Total Liabilities	686,000	180,000
STOCKHOLDERS' DEFICIT
Preferred stock, value
Common stock par value $0.001, 100,000,000 shares authorized; 16,634,951 and 16,634,951, respectively, shares issued and outstanding	17,000	17,000
Additional paid-in capital	8,750,000	7,660,000
Stock subscription receivable	(2,000)	(16,000)
Accumulated deficit	(9,326,000)	(7,827,000)
Total Stockholders' Deficit	(561,000)	(166,000)
Total Liabilities and Stockholders' Deficit	125,000	14,000
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, value

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
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	85,975	85,975
Preferred stock, shares outstanding	85,975	85,975
Preferred stock, liquidation preference, value	$ 119,000	$ 119,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Revenue
Operating expenses:
Professional fees	1,154,000	215,000
General and administrative expenses	40,000	13,000
Total operating expenses	1,194,000	228,000
Other Expense - finance costs	(305,000)
Loss before income tax provision	(1,499,000)	(228,000)
Income tax provision
Net Loss	(1,499,000)	(228,000)
Deemed dividend on conversion price reset of preferred stock series A	(36,000)
Net Loss attributable to shareholders	$ (1,535,000)	$ (228,000)
Earnings per share:
- Basic and diluted	$ (0.09)	$ (0.23)
Weighted average common shares outstanding:
- Basic and diluted	16,634,951	1,010,330

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	Founder Preferred Stock [Member]	Series A Convertible 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
Shareholder's assumption of liabilities				9,000		9,000
Common stock issued for cash
Common stock issued for cash, shares			250,000
Issuance of Founder preferred stock	$ 16,000					$ 16,000
Issuance of Founder preferred stock, shares	15,754,744
Issuance of series A convertible preferred				50,000		50,000
Issuance of series A convertible preferred, shares		35,975
Conversion of Founder preferred stock	$ (16,000)		$ 16,000
Conversion of Founder preferred stock, shares	(15,754,744)		15,754,744
Net loss					(228,000)	(228,000)
Balance at Dec. 31, 2018			$ 17,000	7,660,000	(7,827,000)	(166,000)
Balance, shares at Dec. 31, 2018		35,975	16,634,951
Shareholder's assumption of liabilities
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				205,000		205,000
Beneficial conversion feature associated with convertible promissory notes				$ 239,000		$ 251,000
Stock options issued for services				577,000		577,000
Conversion price reset for preferred stock series A				36,000		36,000
Deemed dividend on conversion price reset of preferred stock series A				(36,000)		(36,000)
Net loss					(1,499,000)	(1,499,000)
Balance at Dec. 31, 2019			$ 17,000	$ 8,750,000	$ (9,326,000)	$ (561,000)
Balance, shares at Dec. 31, 2019		85,975	16,634,951

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (1,499,000)	$ (228,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of convertible promissory notes discounts	305,000
Fair value of equity-based compensation	577,000
Changes in operating assets and liabilities:
Prepaid expenses		(2,000)
Accounts payable and accrued expenses	199,000	185,000
Net cash used in operating activities	(418,000)	(45,000)
Cash flows from investing activities:
Cash held by officer	12,000	(12,000)
Net cash provided by investing activities	12,000	(12,000)
Cash flows from financing activities:
Proceeds from the issuance of convertible promissory notes	460,000
Proceeds from issuance of convertible preferred stock	69,000	50,000
Net cash used in financing activities	529,000	50,000
Net change in cash	123,000	(7,000)
Cash at beginning of reporting period		7,000
Cash at end of reporting period	123,000
Supplemental disclosure of cash flows information:
Interest paid
Income tax paid
Supplemental disclosure of noncash financing activities:
Undeposited funds from issuance of founder preferred shares		16,000
Relative fair value of warrants issued with convertible notes	205,000
Beneficial conversion feature issued with convertible notes	239,000
Stock subscription receivable	(14,000)
Shareholders' assumption of liabilities		$ 9,000

Organization and Accounting Pol

Organization and Accounting Policies	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Accounting Policies	Note 1 - Organization and Accounting Policies CalEthos, Inc. (the “Company”) 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. On December 20, 2018, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to change the Company name from “RealSource Residential, Inc.” to “CalEthos, Inc.”This amendment became effective immediately upon filing on December 20, 2018. 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. 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 and or invest or 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 is beneficial to the Company and its shareholders. Accounting Policies The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. Going Concern and Liquidity The Company incurred a net loss of approximately $1,499,000 for the year ended December 31, 2019, and had an accumulated deficit of approximately $9,326,000 as of December 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 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. Reclassification Certain amounts for 2018 have been reclassified to conform to the classification for 2019. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Fair Value Disclosures of Financial Instruments The Company has estimated the fair value of its financial instruments using the available market information and valuation methodologies considered to be appropriate and has determined that the book value of the Company’s prepaid expenses, accounts payable and accrued expenses, as of December 31, 2019 and 2018, respectively, approximate fair value based of their short-term nature. Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of and for the year ended December 31, 2019, the Company had no assets or liabilities that require fair value measurement. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. At December 31, 2019 and 2018, the Company held only cash deposits at a financial institution. Related Parties The Company follows FASB Accounting Standards Codification (“ASC”) section 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC section 850-10-20 the related parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option of ASC section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows ASC section 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. 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 Warrants In connection with financing arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Stock-Based Compensation We account for our stock-based compensation under ASC 718 “ Compensation – Stock Compensation We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant (measurement date) and is recognized over the vesting periods. Basic and Diluted Net Loss per Common Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Since the Company had a net loss for the year ended December 31, 2019, the series A convertible preferred stock and the outstanding warrants would be considered anti-dilutive. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes The Company is a United States Company, incorporated in the state of Delaware and has its office in California. The Company has no foreign operations. The tax reform bill that Congress voted to approve December 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. The Company accounts for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. If necessary, the measurement of deferred tax assets is reduced by the amount of any tax benefits that are not expected to be realized based on available evidence. The Company has adopted guidance related to the accounting for uncertainty in income taxes which prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return. The guidance prescribes a two-step approach which involves evaluating whether a tax position will be more likely than not (greater than 50 percent likelihood) sustained upon examination based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon settlement. The Company’s policy is to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Company is not currently under examination by any taxing authority nor has the Company been notified of a pending examination. The statute of limitations for which the Company is generally no longer subject to federal or state income tax examinations by tax authorities is for years before 2012.

Cash Held by Officer

Cash Held by Officer	12 Months Ended
	Dec. 31, 2019
Cash Held By Officer
Cash Held by Officer	Note 2 – Cash Held by Officer With the transition of the new Company management in September 2018, the Company’s previous bank account was closed. The new management was not able to set up a new bank account. The fourth quarter, of 2018, operating expenses, of approximately $38,000 were paid from a bank account held in the name of the Company’s Chief Executive officer. Also, the $50,000 raised from the issuance of the Series A convertible preferred stock, in the fourth quarter of 2018 (see note 5), was transferred into a bank account held in the name of the Chief Executive Officer. The amounts for cash held by officer of $12,000, as of December 31, 2018, was a net amount. During the first quarter of 2019, the Company has its own bank account and funds of the Company have been transferred into the Company’s bank account.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 – Related Party Transactions During the years ended December 331, 2019 ad 2018, the Company paid approximately $180,000 and $45,000 to M1 Advisors for the services of the Company’s CEO and miscellaneous operating expenses.

Convertible Promissory Notes

Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Convertible Promissory Notes	Note 4 – Convertible Promissory Notes During the year ended December 31, 2019, the Company issued convertible promissory notes in the amount of $506,000 (the “Notes”). The total proceeds were approximately $460,000, due to approximately $46,000 of original issue discount. The Notes are non-interest bearing with the principal due and payable starting 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, 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 253,000 shares of the Company’s common stock for a purchase price of $1.50 per share, subject to adjustments. In accordance with ASC 470 - Debt 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 December 31, 2019, convertible promissory notes consisted of the following: Principal Amount $ 506,000 Original issue discount (19,000 ) Warrant discount (79,000 ) Conversion feature discount (85,000 ) Net balance $ 323,000 The discounts of $166,000, as of December 31, 2019, will be amortized and expensed over the remaining contractual life of the convertible promissory notes. The amortization expense will be approximately $166,000 for the year ending December 31, 2020. As of the date of release of these financial statements, approximately $242,000 of the convertible promissory notes, were not repaid as of the maturity date. The note holders have not requested payment.

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Stockholders' (Deficit) Equity	Note 5 – Stockholders’ (Deficit) Equity Shares Authorized On August 28, 2018, the Company filed a Certificate of Change to the Articles of Incorporation with the Secretary of State of the State of Nevada to (i) reduce the authorized shares of common stock from 100,000,000 shares to 4,000,000 shares and (ii) to effectuate a stock combination or reverse stock split whereby every 25 outstanding shares of the Company’s common stock were converted into one share of common stock. This amendment became effective on August 30, 2018. All share and per share amounts in these financial statements have been restated to give effect to such reverse stock split. On December 20, 2018, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to increase the Company’s authorized shares of common stock from 4,000,000 shares to 100,000,000 shares. This amendment became effective immediately upon filing on December 20, 2018. The Company is authorized to issue 200,000,000 shares of which 100,000,000 shares shall be preferred stock, par value $0.001 per share, and 100,000,000 shares shall be common stock, par value $0.001 per share. Common Stock In accordance with the Control Purchase Agreement, the Company was required to effectuate a reverse stock split of the Company’s common stock (the “Reverse Stock Split”). The Company’s board of directors approved the Reverse Stock Split of the Company’s authorized, issued and outstanding shares of common stock at a ratio of one for twenty-five. In connection with the Reverse Stock Split, which was effected on September 11, 2018, the issued and outstanding shares of the Company’s common stock decreased from 15,719,645 shares to 630,207 shares as of December 31, 2017. The par value was amended to be $0.001 per share. All share information has been retroactively restated for the Reverse Stock Split. During the year ended December 31, 2018, the Company issued 250,000 shares of the Company’s common stock for $250. Preferred Stock Founders Preferred Stock On September 12, 2018, the Company’s board of directors approved, and the Company filed with the Secretary of State of the State of Nevada, a certificate of designation pursuant to which 15,754,744 shares of the Company’s authorized preferred stock were designated as Series A Preferred Stock. The Series A Preferred Stock had one vote per share, had other rights, including upon liquidation of the Company, identical to those of the Company’s common stock, and was automatically convertible into shares of the Company’s common stock, initially on a one-for-one basis, upon any increase in the Company’s authorized but unissued shares of the Company’s common stock to a number that will allow for the issued and outstanding shares of Series A Preferred Stock to be converted in full. On September 12, 2018, the Company issued and sold an aggregate of 15,754,744 shares of Series A Preferred Stock for an aggregate purchase price of $16,000. On October 14, 2018, the board of directors of Company approved, and on October 22, 2018, the holders of all of the outstanding shares of the Company’s Series A Preferred Stock consented to, an amendment to the certificate of designation that the Company filed with the Secretary of State of the State of Nevada to create the outstanding Series A Preferred Stock, to change the designation of the outstanding Series A Preferred Stock from “Series A Preferred Stock” to “Founder Preferred Stock.” An amendment to the Certificate to effect such change was filed with the Secretary of State of Nevada on October 29, 2018. On December 20, 2018, all of the Founder Preferred Stock was converted into 15,754,744 shares of the Company’s common stock. Series A Convertible Preferred Stock In January 2019, 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. The Company initiated a private placement of shares of series A convertible preferred stock. During the years ended December 31, 2019 and 2018, the Company sold 50,000 and 35,975, respectively, shares of Series A for total proceeds of approximately$69,000 and $50,000, respectively, or $1.38 per share. The Series A is convertible into shares of the Company’s common stock at the rate of $1.38 per share, subject to adjustments based on the Company’s future sales of financial instruments at a value less than $1.38 per share. The holders of the Series A have the right to convert any time after the date of issuance. With the issuance of the convertible promissory notes, as explained in Note 4 above, the Series A’s conversion rate adjusted to $1.00 per share. In accordance with ASC - 470, the Company has calculated the effect of the conversion rate adjustment, which was approximately $36,000. The conversion rate adjustment has been treated as a deemed dividend, which has been presented in the Statement of Changes in Stockholders’ Deficit. The Series A is mandatorily convertible upon (i) the closing of the sale of shares of the Company’s common stock to the public in an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $10,000,000 of gross proceeds to the Company, (ii) the close of business on the sixtieth consecutive day on which the closing price of the Company’s common stock on the OTC Markets is at least $2.80 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination or other similar recapitalization with respect to the common stock, or (iii) the affirmative vote of the holders of at least 66⅔% of the outstanding shares of Series A, given at a meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders all outstanding shares of Series A shall automatically be converted into shares of the Company’s common stock, at the then effective conversion rate. On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Articles of Incorporation, holders of Series A shall vote together with the holders of common stock as a single class. From and after the date of the issuance of any shares of Series A, a cumulative dividend on each outstanding share of Series A Preferred Stock shall accrue at a rate per annum equal to ten percent of the Series A original issue price. Accrued dividends on the Series A shall be paid in shares of the Company’s common stock, such shares to be valued for such purpose at the applicable series A conversion price Capital Contributions During the quarter ended September 30, 2018, the Company did not have sufficient funds to pay off certain outstanding liabilities. The then-majority shareholders of the Company assumed and paid off these liabilities of approximately $9,000. Warrants Issuance of Stock Options The Company entered into three separate consulting agreements with provisions for the issuance of options under the Company’s 2019 Stock Options Plan to purchase 685,000, 250,000 and 15,000 shares of the Company’s common stock. The Options will have a life of three years from the vesting date and an exercise price of $0.001 per share with the following vesting terms: Option to purchase 685,000 shares i. 385,000 shares vest upon the signing of the consulting agreement; and ii. 300,000 shares vest on the first anniversary of the date on which the consultant serves as the Vice President of Capital Markets of the Company as a full-time employee. Option to purchase 250,000 i. 50,000 shares vest upon the completion of the Company’s first Retail Showcase Store; ii. 100,000 shares vest on the first anniversary date on which the consultant serves as the Vice President of Retail Store Development of the Company as full-time employee; and iii. 100,000 shares to vest 1/12 th Option to purchase 15,000 shares i. 15,000 shares to vest upon the completion of the Company’s first Retail Showcase Store. The options to be granted to the consultants will be performance-based awards to be vested once the individuals are considered to be employees of the Company. Each of the consultants has the option to become a full-time employee when the Company has received a minimum of $5,000,000 in debt or equity financing for the Company’s operations (the “Financing”). This is the time that the Company would begin to operate and use the services of the three option holders. Until the Financing occurs, the Company will be in the predevelopment stage of its intended business model. An option to purchase 385,000 shares of the Company’s common stock, for $0.001 per share, was granted and vested on April 1, 2019. For the year ended December 31, 2019, the compensation expense, classified as professional fees in the statement of operations, was $577,000, which was calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility of 324%, fair value of common stock $1.50, term of option 3 years, risk free rate of 2.29% and dividend rate of $0. The table below summarizes the Company’s warrants activities for the reporting period ended December 31, 2019 and 2018 (all share and per share data reflects the reverse stock split): Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Relative Fair Value Aggregate Intrinsic Value Balance, January 1, 2018 184,800 $ 12.50 $ 12.50 $ - $ - Granted - - - - - Canceled - - - - - Exercised - - - - - Expired - - - - - Balance, December 31, 2018 184,800 $ 12.50 $ 12.50 $ - $ - Granted 385,000 0.001 .001 1.49 578,000 Canceled - - - - - Exercised - - - - - Expired - - - - - Balance, December 31, 2019 569,800 $ - $ 4.05 $ - $ 423,000 Earned and exercisable, Dec 31, 2019 569,800 $ - $ 4.05 $ - $ 423,000 Unvested, December 31, 2019 - $ - $ - $ - $ - The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2019: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.001 385,000 2.25 .001 385,000 2.25 .001 $ 12.50 184,800 .95 $ 12.50 184,800 .95 $ 12.50

Deferred Tax Assets and Income

Deferred Tax Assets and Income Tax Provision	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Deferred Tax Assets and Income Tax Provision	Note 6 – Deferred Tax Assets and Income Tax Provision Deferred Tax Assets At December 31, 2019, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $979,000 that may be offset against future taxable income through 2037, in general. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $206,000 was not considered more likely than not and accordingly, the potential tax benefits of the net operating loss carry-forwards are fully offset by a full valuation allowance. On September 12, 2018, the Company believes that an “ownership change” has occurred within the meaning of Sections 382 and 383 of the Code. An ownership change is generally defined as a more than 50 percentage point increase in equity ownership by “5 percent shareholders” (as that term is defined for purposes of Sections 382 and 383 of the Code) in any three-year period or since the last ownership change if such prior ownership change occurred within the prior three-year period. As a result of the ownership change on September 12, 2018, the limitations on the use of pre-change losses and other carry forward tax attributes in Sections 382 and 383 of the Code apply and the Company will not be able to utilize any portion of their NOL carry forwards from the years prior to December 31, 2017 and the portion of the NOL for 2018 allocable to the portion of the year prior to September 12, 2018. The utilization of the NOL for 2018 allocable to the portion of the year after September 12, 2018 and the NOLs from subsequent years should not be affected by the ownership change on the September 12, 2018. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased by approximately 161,000 for the year ended December 31, 2019. Components of deferred tax assets are as follows as of December 31: 2019 2018 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 206,000 $ 45,000 Less valuation allowance (206,000 ) (45,000 ) Deferred tax assets, net of valuation allowance $ - $ - Income Tax Provision in the Statements of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows for the years ended December 31: 2019 2018 Federal statutory income tax rate 21.0 % 21.0 % Change in valuation allowance on net operating loss carry-forwards (21.0 ) (21.0 ) Effective income tax rate 0.0 % 0.0 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 7 – Subsequent Events The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The following events occurred. On January 16, 2020, the Company entered into a Stock Purchase Agreement dated as of January 15, 2020 (the “Purchase Agreement”) with Terra Tech Corp., a Nevada corporation (the “Seller”), pursuant to which the Company agreed to purchase from the Seller (the “Share Purchase”) all of the issued and outstanding capital stock of 1815 Carnegie Santa Ana Corp., a California corporation and a wholly-owned subsidiary of the Seller (“Carnegie Corp.”), for an aggregate purchase price of $6.0 million consisting of (i) $3.0 million in cash and (ii) $3.0 million in shares of the Company’s common stock (the “Share Consideration”). In February 2020, the Company entered into a conversion agreement with the holders of the series A convertible preferred stock. The holders agreed to exchange the 85,975 shares of series A convertible preferred stock, with a value of approximately $119,000 along with undeclared dividends of approximately $15,000 for a total of $133,000, into convertible promissory notes with a principal amount of approximately $147,000, which includes an original issuance discount of $14,000. Also, the holders received warrants to purchase 73,304 shares of the Company’s common stock for $1.50 per share. The convertible promissory notes have a maturity date of February 28,2021.

Organization and Accounting P_2

Organization and Accounting Policies (Policies)	12 Months Ended
	Dec. 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.
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 and or invest or 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 is beneficial to the Company and its shareholders.
Accounting Policies	Accounting Policies The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. Going Concern and Liquidity The Company incurred a net loss of approximately $1,499,000 for the year ended December 31, 2019, and had an accumulated deficit of approximately $9,326,000 as of December 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 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.
Reclassification	Reclassification Certain amounts for 2018 have been reclassified to conform to the classification for 2019.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.
Fair Value Disclosures of Financial Instruments	Fair Value Disclosures of Financial Instruments The Company has estimated the fair value of its financial instruments using the available market information and valuation methodologies considered to be appropriate and has determined that the book value of the Company’s prepaid expenses, accounts payable and accrued expenses, as of December 31, 2019 and 2018, respectively, approximate fair value based of their short-term nature.
Fair Value Measurement	Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of and for the year ended December 31, 2019, the Company had no assets or liabilities that require fair value measurement.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. At December 31, 2019 and 2018, the Company held only cash deposits at a financial institution.
Related Parties	Related Parties The Company follows FASB Accounting Standards Codification (“ASC”) section 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC section 850-10-20 the related parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option of ASC section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and contingencies	Commitments and Contingencies The Company follows ASC section 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
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
Warrants	Warrants In connection with financing arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date.
Stock-Based Compensation	Stock-Based Compensation We account for our stock-based compensation under ASC 718 “ Compensation – Stock Compensation We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant (measurement date) and is recognized over the vesting periods.
Basic and Diluted Net Loss Per Common	Basic and Diluted Net Loss per Common Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Since the Company had a net loss for the year ended December 31, 2019, the series A convertible preferred stock and the outstanding warrants would be considered anti-dilutive.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes The Company is a United States Company, incorporated in the state of Delaware and has its office in California. The Company has no foreign operations. The tax reform bill that Congress voted to approve December 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. The Company accounts for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. If necessary, the measurement of deferred tax assets is reduced by the amount of any tax benefits that are not expected to be realized based on available evidence. The Company has adopted guidance related to the accounting for uncertainty in income taxes which prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return. The guidance prescribes a two-step approach which involves evaluating whether a tax position will be more likely than not (greater than 50 percent likelihood) sustained upon examination based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon settlement. The Company’s policy is to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Company is not currently under examination by any taxing authority nor has the Company been notified of a pending examination. The statute of limitations for which the Company is generally no longer subject to federal or state income tax examinations by tax authorities is for years before 2012.

Convertible Promissory Notes (T

Convertible Promissory Notes (Tables)	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Schedule of Convertible Promissory Notes	As of December 31, 2019, convertible promissory notes consisted of the following: Principal Amount $ 506,000 Original issue discount (19,000 ) Warrant discount (79,000 ) Conversion feature discount (85,000 ) Net balance $ 323,000

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity (Tables)	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Schedule of Warrants Activities	The table below summarizes the Company’s warrants activities for the reporting period ended December 31, 2019 and 2018 (all share and per share data reflects the reverse stock split): Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Relative Fair Value Aggregate Intrinsic Value Balance, January 1, 2018 184,800 $ 12.50 $ 12.50 $ - $ - Granted - - - - - Canceled - - - - - Exercised - - - - - Expired - - - - - Balance, December 31, 2018 184,800 $ 12.50 $ 12.50 $ - $ - Granted 385,000 0.001 .001 1.49 578,000 Canceled - - - - - Exercised - - - - - Expired - - - - - Balance, December 31, 2019 569,800 $ - $ 4.05 $ - $ 423,000 Earned and exercisable, Dec 31, 2019 569,800 $ - $ 4.05 $ - $ 423,000 Unvested, December 31, 2019 - $ - $ - $ - $ -
Summary of Outstanding and Exercisable Warrants	The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2019: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.001 385,000 2.25 .001 385,000 2.25 .001 $ 12.50 184,800 .95 $ 12.50 184,800 .95 $ 12.50

Deferred Tax Assets and Incom_2

Deferred Tax Assets and Income Tax Provision (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of Components of Deferred Tax Assets	Components of deferred tax assets are as follows as of December 31: 2019 2018 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 206,000 $ 45,000 Less valuation allowance (206,000 ) (45,000 ) Deferred tax assets, net of valuation allowance $ - $ -
Schedule of Reconciliation of Income Tax	A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows for the years ended December 31: 2019 2018 Federal statutory income tax rate 21.0 % 21.0 % Change in valuation allowance on net operating loss carry-forwards (21.0 ) (21.0 ) Effective income tax rate 0.0 % 0.0 %

Organization and Accounting P_3

Organization and Accounting Policies (Details Narrative) - USD ($)	May 16, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
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	630,207
Common stock, shares issued		16,634,951	16,634,951	630,207
Net loss		$ (1,499,000)	$ (228,000)
Accumulated deficit		$ (9,326,000)	$ (7,827,000)
Income tax examination description			The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%.
Corporate tax, amount			$ 10,000,000
Corporate tax		21.00%	21.00%
Income tax likelihood description			The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon settlement.
Preferred Purchase Agreement [Member]
Aggregate purchasers shares		15,600,544
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

Cash Held by Officer (Detail Na

Cash Held by Officer (Detail Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Proceeds from issuance series A convertible preferred stock		$ 69,000	$ 50,000
Cash held by officer	$ 12,000		$ 12,000
Chief Executive Officer [Member]
Operating expense	$ 38,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Related Party Transactions [Abstract]
Payments to officers for services and miscellaneous operating expenses	$ 180,000	$ 45,000

Convertible Promissory Notes (D

Convertible Promissory Notes (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)$ / sharesshares
Convertible promissory note issued during period	$ 506,000
Proceeds from issuance of convertible debt	460,000
Original issue discount	$ 46,000
Debt instrument maturity date, description	The Notes are non-interest bearing with the principal due and payable starting in February 2020.
Debt instruments interest rate percentage	10.00%
Debt instruments conversion price per share | $ / shares	$ 1
Indebtedness for borrowed money maximum limit	$ 100,000
Issuance of warrants to purchase of common stock | shares	253,000
Issuance of warrant price per share | $ / shares	$ 1.50
Fair value of warrant amount	$ 205,000
Beneficial conversion of warrants	239,000
Amortization expenses	277,000
Convertible promissory notes	242,000
Convertible Promissory Notes [Member]
Amortized debt discount expenses	166,000
Convertible Promissory Notes [Member] | December 31, 2020 [Member]
Amortized debt discount expenses	$ 166,000

Convertible Promissory Notes -

Convertible Promissory Notes - Schedule of Convertible Promissory Notes (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Net balance	$ 323,000
Promissory Notes [Member]
Principal Amount	506,000
Original issue discount	(19,000)
Warrant discount	(79,000)
Conversion feature discount	(85,000)
Net balance	$ 323,000

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative) - USD ($)	Apr. 02, 2019	Dec. 20, 2018	Sep. 12, 2018	Jan. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Aug. 28, 2018	Aug. 27, 2018	Dec. 31, 2017
Common stock, shares authorized		100,000,000			100,000,000	100,000,000		4,000,000	100,000,000
Common stock conversion basis						To effectuate a stock combination or reverse stock split whereby every 25 outstanding shares of the Company's common stock were converted into one share of common stock.
Authorized to issue shares						200,000,000
Preferred stock, shares authorized					100,000,000	100,000,000
Preferred stock, par value					$ 0.001	$ 0.001
Common stock, par value					$ 0.001	$ 0.001
Reserve stock split						In accordance with the Control Purchase Agreement, the Company was required to effectuate a reverse stock split of the Company's common stock (the "Reverse Stock Split"). The Company's board of directors approved the Reverse Stock Split of the Company's authorized, issued and outstanding shares of common stock at a ratio of one for twenty-five.
Actual common stock issued and outstanding										15,719,645
Decreased common stock, shares issued					16,634,951	16,634,951				630,207
Decreased common stock, shares outstanding					16,634,951	16,634,951				630,207
Number of shares issued, value						$ 16,000
Founder's preferred stock converted into common stock		15,754,744
Proceeds from common stock						$ 10,000,000
Payment of liabilities							$ 9,000
Proceeds from stock option exercised	$ 385,000				$ 5,000,000
Compensation expense					$ 577,000
Options, fair value assumptions, expected volatility rate					324.00%
Fair value of common stock					$ 1.50
Options, Fair value assumptions, expected term					3 years
Options, Fair value assumptions, risk free interest rate					2.29%
Options, Fair value assumptions, expected dividend					$ 0
Series A Preferred Stock [Member]
Preferred stock, shares authorized			15,754,744
Number of shares issued and sold, shares			15,754,744	50,000	50,000	35,975
Number of shares issued, value			$ 16,000	$ 69,000	$ 69,000	$ 50,000
Shares price per share				$ 1.38	$ 1.38	$ 1.38
Converion rate adjustment, value					$ 36,000
Consulting Agreement One [Member] | 2019 Stock Options Plan [Member]
Number of stock options issued during period					685,000
Options vesting term					3 years
Options, exercise price					$ 0.001
Consulting Agreement One [Member] | 2019 Stock Options Plan [Member] | Signing of the Consulting Agreement [Member]
Number of stock options issued during period					385,000
Consulting Agreement One [Member] | 2019 Stock Options Plan [Member] | Consultant Serves as the Vice president of Capital Markets [Member]
Number of stock options issued during period					300,000
Consulting Agreement Two [Member] | 2019 Stock Options Plan [Member]
Number of stock options issued during period					250,000
Options vesting term					3 years
Options, exercise price					$ 0.001
Consulting Agreement Two [Member] | 2019 Stock Options Plan [Member] | Consultant Serves as the Vice president of Capital Markets [Member]
Number of stock options issued during period					100,000
Consulting Agreement Two [Member] | 2019 Stock Options Plan [Member] | Completion of First Retail Showcase Store [Member]
Number of stock options issued during period					50,000
Consulting Agreement Two [Member] | 2019 Stock Options Plan [Member] | 1/12th Per Month Thereafter [Member]
Number of stock options issued during period					100,000
Consulting Agreement Three [Member] | 2019 Stock Options Plan [Member]
Number of stock options issued during period					15,000
Options vesting term					3 years
Options, exercise price					$ 0.001
Consulting Agreement Three [Member] | 2019 Stock Options Plan [Member] | Completion of First Retail Showcase Store [Member]
Number of stock options issued during period					15,000
Common Stock [Member]
Number of shares issued, value
Common Stock [Member] | Control Purchase Agreement [Member]
Number of shares issued and sold, shares						250,000
Number of shares issued, value						$ 250

Stockholders' (Deficit) Equit_2

Stockholders' (Deficit) Equity - Schedule of Warrants Activities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Equity [Abstract]
Number of Warrant Shares, Outstanding, Beginning Balance	184,800	184,800
Number of Warrant Shares, Granted	385,000
Number of Warrant Shares, Canceled
Number of Warrant Shares, Exercised
Number of Warrant Shares, Expired
Number of Warrant Shares, Outstanding, Ending Balance	569,800	184,800
Number of Warrant Earned and Exercisable, Ending Balance	569,800
Number of Warrant Unvested, Ending Balance
Exercise Price Range Per Share, Outstanding, Beginning	$ 12.50	$ 12.50
Exercise Price Range Per Share, Granted	0.001
Exercise Price Range Per Share, Canceled
Exercise Price Range Per Share, Exercised
Exercise Price Range Per Share, Expired
Exercise Price Range Per Share, Outstanding, Ending		12.50
Exercise Price Range Per Share, Earned and Exercisable
Exercise Price Range Per Share, Unvested
Weighted Average Exercise Price, Outstanding, Beginning	12.50	12.50
Weighted Average Exercise Price, Granted	0.001
Weighted Average Exercise Price, Canceled
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Expired
Weighted Average Exercise Price, Outstanding, Ending	4.05	12.50
Weighted Average Exercise Price, Earned and Exercisable	4.05
Weighted Average Exercise Price, Unvested
Relative Fair Value, Outstanding, Beginning
Relative Fair Value, Granted	1.49
Relative Fair Value, Canceled
Relative Fair Value, Exercised
Relative Fair Value, Expired
Relative Fair Value, Outstanding, Ending
Relative Fair Value, Earned and Exercisable
Relative Fair Value, Unvested
Aggregate Intrinsic Value, Beginning Balance
Aggregate Intrinsic Value, Granted	578,000
Aggregate Intrinsic Value, Ending Balance	423,000
Aggregate Intrinsic Value, Earned and Exercisable	423,000
Aggregate Intrinsic Value, Unvested

Stockholders' (Deficit) Equit_3

Stockholders' (Deficit) Equity - Summary of Outstanding and Exercisable Warrants (Details)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Warrant One [Member]
Range of Exercise Prices	$ 0.001
Warrants Outstanding, Shares | shares	385,000
Warrants Outstanding, Average Remaining Contractual Life (in Years)	2 years 2 months 30 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.001
Warrants Exercisable, Shares | shares	385,000
Warrants Exercisable, Average Remaining Contractual Life (in Years)	2 years 2 months 30 days
Warrants Exercisable, Weighted Average Exercise Price	$ 0.001
Warrant Two [Member]
Range of Exercise Prices	$ 12.50
Warrants Outstanding, Shares | shares	184,800
Warrants Outstanding, Average Remaining Contractual Life (in Years)	11 months 12 days
Warrants Outstanding, Weighted Average Exercise Price	$ 12.50
Warrants Exercisable, Shares | shares	184,800
Warrants Exercisable, Average Remaining Contractual Life (in Years)	11 months 12 days
Warrants Exercisable, Weighted Average Exercise Price	$ 12.50

Deferred Tax Assets and Incom_3

Deferred Tax Assets and Income Tax Provision (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)
Income Tax Disclosure [Abstract]
Net operating loss deferred tax	$ 979,000
Net operating loss expiration description	Future taxable income through 2037.
Federal deferred tax assets, net	$ 206,000
Equity ownership interest	50.00%
Deferred tax assets valuation allowances	$ 161,000

Deferred Tax Assets and Incom_4

Deferred Tax Assets and Income Tax Provision - Schedule of Components of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Expected income tax benefit from NOL carry-forwards	$ 206,000	$ 45,000
Less valuation allowance	(206,000)	(45,000)
Deferred tax assets, net of valuation allowance

Deferred Tax Assets and Incom_5

Deferred Tax Assets and Income Tax Provision - Schedule of Reconciliation of Income Tax (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal statutory income tax rate	21.00%	21.00%
Change in valuation allowance on net operating loss carry-forwards	(21.00%)	(21.00%)
Effective income tax rate	0.00%	0.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jan. 16, 2020	May 16, 2018	Feb. 29, 2020	Dec. 31, 2019	Dec. 31, 2018
Subsequent Event [Line Items]
Aggregate purchase price		$ 80,000
Number of shares issued for exchange, value
Convertible promissory note issued during period				$ 506,000
Original issue discount				$ 46,000
Issuance of warrants to purchase of common stock				253,000
Issuance of warrant price per share				$ 1.50
Debt instrument maturity date, description				The Notes are non-interest bearing with the principal due and payable starting in February 2020.
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Tera Tech Corp [Member]
Subsequent Event [Line Items]
Aggregate purchase price	$ 6,000,000
Cash consideration	3,000,000
Share consideration	$ 3,000,000
Subsequent Event [Member] | Conversion Agreement [Member] | Convertible Promissory Notes [Member]
Subsequent Event [Line Items]
Convertible promissory note issued during period			$ 147,000
Original issue discount			$ 14,000
Issuance of warrants to purchase of common stock			73,304
Issuance of warrant price per share			$ 1.50
Debt instrument maturity date, description			The convertible promissory notes have a maturity date of February 28,2021.
Subsequent Event [Member] | Conversion Agreement [Member] | Series A Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Number of shares issued for exchange			85,975
Number of shares issued for exchange, value			$ 119,000
Undeclared dividend			15,000
Stock value including undeclared dividend			$ 133,000