CalEthos (GEDC) 10-K 30 Jun 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	May 31, 2021	Jun. 30, 2020
Cover [Abstract]
Entity Registrant Name	CalEthos, Inc.
Entity Central Index Key	0001174891
Document Type	10-K
Document Period End Date	Dec. 31, 2020
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 283,525
Entity Common Stock, Shares Outstanding		12,960,621
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020

Balance Sheet

Balance Sheet - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Cash and cash equivalents		$ 123,000
Prepaid expenses	2,000	2,000
Total Assets	2,000	125,000
Current Liabilities
Accounts payable and accrued expenses	611,000	363,000
Notes payable, net	11,000
Convertible promissory notes, net	703,000	323,000
Total Liabilities	1,325,000	686,000
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	8,744,000	8,750,000
Stock subscription receivable	(2,000)	(2,000)
Accumulated deficit	(10,082,000)	(9,326,000)
Total Stockholders' Deficit	(1,323,000)	(561,000)
Total Liabilities and Stockholders' (Deficit) Equity	2,000	125,000
Series A Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, value

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
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, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue
Operating expenses
Professional fees	340,000	1,154,000
General and administrative expenses	51,000	40,000
Total operating expenses	391,000	1,194,000
Loss from operations	(391,000)	(1,194,000)
Other expenses
Financing costs	(227,000)	(305,000)
Loss on extinguishment of series A convertible preferred stock	(138,000)
Total other expenses	(365,000)	(305,000)
Loss before provision for income taxes	(756,000)	(1,499,000)
Provision for income taxes
Net loss	(756,000)	(1,499,000)
Deemed dividend on conversion price reset of preferred stock series A		(36,000)
Net Loss attributable to common stockholders	$ (756,000)	$ (1,535,000)
Net loss per share, basic and diluted	$ (0.05)	$ (0.09)
Weighted average common shares outstanding - basic and diluted	16,634,951	16,634,951

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficit - USD ($)	Series A Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Stock Subscription Receivable [Member]	Accumulated Deficit [Member]	Total
Beginning Balance at Dec. 31, 2018		$ 17,000	$ 7,660,000	$ (16,000)	$ (7,827,000)	$ (166,000)
Beginning Balance, shares at Dec. 31, 2018	35,975	16,634,951
Proceeds from the sale of series A convertible preferred stock			69,000			69,000
Proceeds from the sale of series A convertible preferred stock, shares	50,000
Beneficial conversion feature ("BCF") associated with convertible promissory notes			239,000			239,000
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)
Deposits from issuance of founder preferred shares				14,000		14,000
Fair value of warrants issued with the conversion of series A convertible preferred stock
Debt premium on convertible promissory notes issued for conversion of series A convertible preferred stock
Relative fair value of warrants issued with convertible promissory notes			205,000			205,000
Net loss					(1,499,000)	(1,499,000)
Ending Balance at Dec. 31, 2019		$ 17,000	8,750,000	(2,000)	(9,326,000)	(561,000)
Ending Balance, shares at Dec. 31, 2019	85,975	16,634,951
Conversion of series A convertible preferred Stock to convertible promissory notes			(119,000)			(119,000)
Conversion of series A convertible preferred Stock to convertible promissory notes, shares	(85,975)
Fair value of warrants issued with the conversion of series A convertible preferred stock			52,000			52,000
Debt premium on convertible promissory notes issued for conversion of series A convertible preferred stock			58,000			58,000
Relative fair value of warrants issued with convertible promissory notes			3,000			3,000
Net loss					(756,000)	(756,000)
Ending Balance at Dec. 31, 2020		$ 17,000	$ 8,744,000	$ (2,000)	$ (10,082,000)	$ (1,323,000)
Ending Balance, shares at Dec. 31, 2020		16,634,951

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (756,000)	$ (1,499,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of convertible promissory notes discounts	188,000	305,000
Loss on conversion of convertible preferred stock	86,000
Fair value of warrants issued with convertible promissory notes	52,000
Fair value of equity-based compensation		577,000
Changes in operating asset and liabilities
Accounts payable and accrued expenses	248,000	199,000
Net cash used in operating activities	(182,000)	(418,000)
Cash flows from investing activity
Cash held by officer		12,000
Net cash provided by investing activity		12,000
Cash flows from financing activities
Proceeds from the issuance of convertible promissory notes	49,000	460,000
Proceeds from the issuance of notes payable	10,000
Proceeds from issuance of convertible preferred stock		69,000
Net cash provided by financing activities	59,000	529,000
Net change in cash	(123,000)	123,000
Cash at beginning of reporting period	123,000
Cash at end of reporting period		123,000
Supplemental disclosure of cash flows information
Interest paid
Income tax paid
Supplemental disclosure of non-cash financing activities:
Conversion of series A preferred stock to convertible promissory notes	119,000
Fair value of warrants issued with the conversion of series A convertible preferred stock	52,000
Debt premium on issuance of convertible promissory notes for conversion of series A convertible preferred stock	58,000
Relative fair value of warrants issued with convertible notes	3,000	205,000
Beneficial conversion feature issued with convertible notes		239,000
Stock subscription receivable		$ (14,000)

Organization and Accounting Pol

Organization and Accounting Policies	12 Months Ended
	Dec. 31, 2020
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 by laws 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. As of December 31, 2020, the primary activity of the Company’s management is to develop and implement a plan to manufacture high-performance computer systems that are scalable, upgradeable and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions, and if other opportunities warrant, acquire assets and all or part of other companies operating in the cryptocurrency mining hardware industry and or invest or joint venture with other more established companies already in the industry. The Company will not restrict its search to any specific business, segment of the cryptocurrency mining hardware 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. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and assuming that the Company will continue as a going concern. The Company has no established operations as of December 31, 2020. 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. Going Concern and Liquidity The Company incurred a net loss of approximately $756,000 for the year ended December 31, 2020, and had an accumulated deficit of approximately $10,082,000 as of December 31, 2020. 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. 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 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, 2020 and 2019, 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, 2020, the Company had no assets or liabilities that require fair value measurement. Cash and 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. Cash and cash equivalents are recorded at cost, which approximates its fair value. As of December 31, 2020 and 2019, 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 Warrant Liability 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 Merton (“BSM”) 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 BSM 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. 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 2013. Earnings Per Share We use ASC 260, “ Earnings Per Share There were 1,800,214 common share equivalents at December 31, 2020 and 1,397,000 common share equivalents at December 31, 2019. For the years ended December 31, 2020 and 2019, these potential shares were excluded from the shares used to calculate diluted. These securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive. Recent Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial condition or the results of its operations.

Cash and Cash Equivalents

Cash and Cash Equivalents	12 Months Ended
	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and Cash Equivalents	Note 2 – Cash and Cash Equivalents Cash equivalents are short-term cash investments, which are made for varying periods of up to three (3) months, depending on the immediate cash requirements of the Company and earn interest at prevailing short-term investment rate. As of December 31, 2020 and 2019, the Company held only cash deposits at a financial institution amounting to $0 and $123,000, respectively.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 – Related Party Transactions The Company incurred approximately $180,000 for years ended December 31, 2020 and 2019, and paid approximately $112,000 and $180,000, respectively, to M1 Advisors for the services of the Company’s CEO and miscellaneous operating expenses.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Note 4 – Accounts payable and accrued expenses as of December 31, are as follows: 2020 2019 Accounts payable $ 316,000 $ 187,000 Accrued expenses 255,000 176,000 Accrued interest 40,000 – Accounts payable and accrued expenses $ 611,000 $ 363,000

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2020
Notes Payable [Abstract]
Notes Payable	Note 5 – Notes Payable During the year ended December 31, 2020, the Company issued a promissory note for $11,000 (“Promissory Note”). The total proceeds were $10,000, due to approximately $1,000 for an original issue discount. The Promissory Note is non-interest bearing with the principal due and payable in August 2020. Any amount of unpaid principal on the date of maturity will accrue interest at rate of 10% per annum (default interest). The original issue discount was amortized over the term of the Promissory Note, which was one month. As of September 30, 2020, the Promissory note was in default, so the Company accrued approximately $1,000 of default interest.

Convertible Promissory Notes

Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Convertible Promissory Notes	Note 6 – During the year ended December 31, 2020, the Company issued convertible promissory notes in the amount of $213,000 (the “Notes”). The total cash proceeds were approximately $60,000, approximately $147,000 from the conversion of Series A Preferred Stock into convertible promissory note and approximately $6,000 original issue discount (“OID”). The Notes are non-interest bearing with the principal due and payable starting in February 2021. 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 money judgment, writ or similar process entered or filed against the Company or any its property or other assets for more than $100,000, 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 359,000 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 The convertible promissory notes consisted of the following: December 31, 2020 December 31, 2019 Principal Amount $ 708,000 $ 506,000 Original issue discount (3,000 ) (19,000 ) Warrant discount (2,000 ) (79,000 ) Conversion feature discount – (85,000 ) Net balance $ 703,000 $ 323,000 The discounts of $5,000 as of December 31, 2020, will be amortized and expensed over the remaining contractual life of the convertible promissory notes. The amortization expense will be approximately $5,000 for the year ending December 31, 2021. Interest expense on default convertible notes amounted to approximately $39,000 and $0 for the years ended December 31, 2020 and 2019.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Stockholders' Deficit	Note 7 – Stockholders’ Deficit 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 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. As of December 31, 2020 and 2019, the Company issued 16,634,951 shares for both periods at $0.001 per share. Preferred Stocks 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 5 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. On February 11, 2020, the Company converted 85,975 shares of Series A Preferred Stock into a Convertible Promissory Notes in the principal amount approximately $147,000. 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 full-time employee as the Company’s Vice President of Capital Markets. As of the expiration of the contract, the employee was not hired by the Company. These options would have been issued if the performance condition was met. As the performance condition was not met prior to expiration of the contract, these options were neither issued nor ever granted. Option to purchase 250,000 shares i. 50,000 shares vest upon the completion of the Company’s first Retail Showcase Store. As the performance condition was not met prior to expiration of the contract, these options were neither issued nor ever granted; 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. As the performance condition was not met prior to expiration of the contract, these options were neither issued nor ever granted; 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. As the performance condition was not met prior to expiration of the contract, these options were neither issued nor ever granted. The options that could 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 only after 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. As of 12/31/2020 all of these consultant agreements had been terminated, as such, no options were issued nor ever granted. 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 BSM 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 stock option activities for the reporting period ended December 31, 2020 and 2019 (all share and per share data reflects the reverse stock split): Number of Stock Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Relative Fair Value Aggregate Intrinsic Value Balance, January 1, 2019 184,800 $ 12.50 $ 12.50 $ – $ – Granted 385,000 0.001 0.001 1.49 578,000 Canceled – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2019 569,800 $ – $ 4.05 $ – $ 423,000 Granted – – – – – Canceled – – – – – Exercised – – – – – Expired (184,800 ) 12.50 12.50 – – Balance, December 31, 2020 385,000 $ – $ 0.001 $ – $ 7,315 Earned and exercisable, Dec 31, 2020 385,000 $ – $ 0.001 $ – $ 7,315 Unvested, December 31, 2020 – $ – $ – $ – $ – The following table summarizes information concerning outstanding and exercisable stock options as of December 31, 2020: Stock Options Outstanding Stock Options 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 1.25 $ 0.001 385,000 1.25 $ 0.001 Warrants Issued The table below summarizes the Company’s warrant activities for the reporting period ended December 31, 2020 and 2019 Number of warrants issued Exercise Price Weighted Average Exercise Price Balance, January 1, 2019 - $ - $ - Granted 253,000 1.50 1.50 Canceled - - - Exercised - - - Balance, December 31, 2019 253,000 1.50 1.50 Granted 100,804 1.50 1.50 Canceled - - - Exercised - - - Balance, December 31, 2020 353,804 1.50 1.50

Deferred Tax Assets and Income

Deferred Tax Assets and Income Tax Provision	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Deferred Tax Assets and Income Tax Provision	Note 8 – Deferred Tax Assets and Income Tax Provision Deferred Tax Assets At December 31, 2020, the Company had net operating loss (“NOL”) carry forwards for Federal income tax purposes of $1,425,000 that may be offset against future taxable income through 2038. 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 $1,425,000 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 $93,000 and $161,000 for the reporting periods ended Components of deferred tax assets are as follows as of December 31: 2020 2019 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 299,000 $ 206,000 Less valuation allowance (299,000 ) (206,000 ) 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: 2020 2019 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, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events The Company has evaluated all events that occurred 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 the following reportable non-adjusting event: On January 5, 2021, Piers Cooper (“Mr. Cooper”), our President and a member of our Board of Directors, resigned as an officer and director of our company (“Termination Agreement”). As part of the Termination Agreement, Mr. Cooper’s agreed to return 3,674,330 shares of the Company’s common stock (“Cancelled Shares”). The Cancelled shares were to be returned within thirty days of Mr. Cooper’s execution of the Termination Agreement, which was January 5, 2021. The Cancelled Shares were returned and cancelled on April 19, 2021. In January 2021, the Company issued a promissory note for cash amounting to $15,000 with 8% annual interest per year and a maturity date of March 31, 2022. Interest will be computed starting January 11, 2021 and payable at maturity date together with the principal amount. In the event of default, the interest rate of the note shall increase to 10% per annum and computed on the basis of the actual number of days elapsed and a 365-day year. In February 2021, the Company issued a promissory note for cash amounting to $25,000 with 10% annual interest per year and a maturity date of February 19, 2022. The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 15% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year. In March 2021, the Company issued a convertible promissory note in the amount of $55,000 (the “Note”). The total proceeds were approximately $50,000, due to approximately $5,000 for an original issue discount. The Note is non-interest bearing with the principal due and payable starting in March 2022. 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 money judgment, writ or similar process entered or filed against the Company or any of its property or other assets for more than $100,000, 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 (the “Warrants”) to purchase an aggregate of 27,500 shares of the Company’s common stock for a purchase price of $1.50 per share, subject to adjustments. In February 2021, the Company signed a new consulting agreement that granted one of its shareholders an option to purchase 750,000 shares of the Company’s common stock at $0.001 per share for the consultancy work provided from August 2020 to February 2021. The options were fully vested on the date of issuance. In March 2021, the CEO agreed to forgive approximately $68,000 due to him. In March 2021, the CFO agreed to reduce amount due to him from approximately $127,000 to $30,000. For the reduction of $97,000, the Company will issue 75,000 shares of common stock. The remaining liability of $30,000 will be paid in cash. In April 2021, the Company issued a promissory note for cash amounting to $8,550 with 0% annual interest per year if paid at a maturity date of July 5, 2021. In the event of default, the interest rate of the note shall increase to 8% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year. In April 2021, an option holder exercised two options for 385,000 and 750,000 shares of the Company's common stock at an exercise price of $0.001 for both options. The shares for the options have yet to be issued. In April 2021, the Company issued a promissory note for cash amounting to $50,000 with 10% annual interest per year and a maturity date of April 22, 2022. The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 15% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.

Organization and Accounting P_2

Organization and Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
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 by laws 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. As of December 31, 2020, the primary activity of the Company’s management is to develop and implement a plan to manufacture high-performance computer systems that are scalable, upgradeable and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions, and if other opportunities warrant, acquire assets and all or part of other companies operating in the cryptocurrency mining hardware industry and or invest or joint venture with other more established companies already in the industry. The Company will not restrict its search to any specific business, segment of the cryptocurrency mining hardware 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.
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and assuming that the Company will continue as a going concern. The Company has no established operations as of December 31, 2020.
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.
Going Concern and Liquidity	Going Concern and Liquidity The Company incurred a net loss of approximately $756,000 for the year ended December 31, 2020, and had an accumulated deficit of approximately $10,082,000 as of December 31, 2020. 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.
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 of Financial Instruments	Fair Value 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, 2020 and 2019, 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, 2020, the Company had no assets or liabilities that require fair value measurement.
Cash and Cash Equivalents	Cash and 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. Cash and cash equivalents are recorded at cost, which approximates its fair value. As of December 31, 2020 and 2019, 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
Warrant Liability	Warrant Liability 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 Merton (“BSM”) 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 BSM 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.
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 2013.
Earnings Per Share	Earnings Per Share We use ASC 260, “ Earnings Per Share There were 1,800,214 common share equivalents at December 31, 2020 and 1,397,000 common share equivalents at December 31, 2019. For the years ended December 31, 2020 and 2019, these potential shares were excluded from the shares used to calculate diluted. These securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial condition or the results of its operations.

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2020
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses as of December 31, are as follows: 2020 2019 Accounts payable $ 316,000 $ 187,000 Accrued expenses 255,000 176,000 Accrued interest 40,000 – Accounts payable and accrued expenses $ 611,000 $ 363,000

Convertible Promissory Notes (T

Convertible Promissory Notes (Tables)	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Schedule of Convertible Promissory Notes	The convertible promissory notes consisted of the following: December 31, 2020 December 31, 2019 Principal Amount $ 719,000 $ 506,000 Original issue discount (3,000 ) (19,000 ) Warrant discount (2,000 ) (79,000 ) Conversion feature discount – (85,000 ) Net balance $ 714,000 $ 323,000

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Schedule of Stock Option Activities	The table below summarizes the Company’s stock option activities for the reporting period ended December 31, 2020 and 2019 (all share and per share data reflects the reverse stock split): Number of Stock Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Relative Fair Value Aggregate Intrinsic Value Balance, January 1, 2019 184,800 $ 12.50 $ 12.50 $ – $ – Granted 385,000 0.001 0.001 1.49 578,000 Canceled – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2019 569,800 $ – $ 4.05 $ – $ 423,000 Granted – – – – – Canceled – – – – – Exercised – – – – – Expired (184,800 ) 12.50 12.50 – – Balance, December 31, 2020 385,000 $ – $ 0.001 $ – $ 7,315 Earned and exercisable, Dec 31, 2020 385,000 $ – $ 0.001 $ – $ 7,315 Unvested, December 31, 2020 – $ – $ – $ – $ –
Summary of Outstanding and Exercisable Stock Option	The following table summarizes information concerning outstanding and exercisable stock options as of December 31, 2020: Stock Options Outstanding Stock Options 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 1.25 $ 0.001 385,000 1.25 $ 0.001
Schedule of Warrants Activity	The table below summarizes the Company’s warrant activities for the reporting period ended December 31, 2020 and 2019 Number of warrants issued Exercise Price Weighted Average Exercise Price Balance, January 1, 2019 - $ - $ - Granted 253,000 1.50 1.50 Canceled - - - Exercised - - - Balance, December 31, 2019 253,000 1.50 1.50 Granted 100,804 1.50 1.50 Canceled - - - Exercised - - - Balance, December 31, 2020 353,804 1.50 1.50

Deferred Tax Assets and Incom_2

Deferred Tax Assets and Income Tax Provision (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Components of Deferred Tax Assets	Components of deferred tax assets are as follows as of December 31: 2020 2019 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 299,000 $ 206,000 Less valuation allowance (299,000 ) (206,000 ) 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: 2020 2019 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, 2020	Dec. 31, 2019	Dec. 31, 2017
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		$ (756,000)	$ (1,499,000)
Accumulated deficit		$ (10,082,000)	$ (9,326,000)
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%
Common share equivalents		1,800,214	1,397,000
Control Purchase Agreement [Member]
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 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 and Cash Equivalents (Deta

Cash and Cash Equivalents (Details Narrative) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents		$ 123,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Proceeds from related parties	$ 180,000	$ 180,000
M1 Advisors [Member]
Payments to officers for services and miscellaneous operating expenses	$ 112,000	$ 180,000

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accounts payable	$ 316,000	$ 187,000
Accrued expenses	255,000	176,000
Accrued interest	40,000
Accounts payable and accrued expenses	$ 611,000	$ 363,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2020
Notes payable, net	$ 11,000
Proceeds from notes payable	10,000
Original issue discount	$ 6,000
Debt instruments, interest rate	10.00%
Accrued interest	$ 40,000
Promissory Note [Member]
Notes payable, net	11,000
Proceeds from notes payable	10,000
Original issue discount	$ 1,000
Debt instruments, interest rate	10.00%
Accrued interest			$ 1,000

Convertible Promissory Notes (D

Convertible Promissory Notes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Convertible promissory note		$ 213,000
Proceeds from issuance of convertible debt		49,000	$ 460,000
Proceeds from conversion of series A preferred stock		147,000
Original issue discount		$ 6,000
Debt instruments, interest rate		10.00%
Debt instruments, conversion price		$ 1
Events of default description		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 money judgment, writ or similar process entered or filed against the Company or any its property or other assets for more than $100,000, 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.
Issuance of warrants to purchase of common stock		359,000
Issuance of warrant price per share		$ 1.50
Loss on extinguishment of debt		$ 86,000
Fair value of warrant amount		3,000
Additional paid in capital		8,744,000	8,750,000
Beneficial conversion of warrants		0
Amortization expenses		187,000
Amortization of discount		5,000
Interest expense on default convertible		39,000	$ 0
Forecast [Member]
Amortization expenses	$ 5,000
Fair Value of Notes and Face Value of Notes [Member]
Additional paid in capital		58,000
Warrant [Member]
Loss on extinguishment of debt		$ 52,000

Convertible Promissory Notes -

Convertible Promissory Notes - Schedule of Convertible Promissory Notes (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Original issue discount	$ (6,000)
Convertible Promissory Notes [Member]
Principal Amount	708,000	$ 506,000
Original issue discount	(3,000)	(19,000)
Warrant discount	(2,000)	(79,000)
Conversion feature discount		(85,000)
Net balance	$ 703,000	$ 323,000

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative) - USD ($)	Feb. 11, 2020	Apr. 02, 2019	Dec. 20, 2018	Sep. 12, 2018	Jan. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 19, 2018	Aug. 28, 2018	Aug. 27, 2018	Dec. 31, 2017
Common stock, shares authorized			100,000,000			100,000,000	100,000,000	100,000,000	4,000,000	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	100,000,000
Preferred stock, par value						$ 0.001	$ 0.001	$ 0.001
Common stock, par value						$ 0.001	$ 0.001	$ 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
Founder's preferred stock converted into common stock			15,754,744
Proceeds from common stock						$ 10,000,000
Description of sale of stock on transaction						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.
Number of stock options issued during period		385,000					385,000
Proceeds from stock option exercised						$ 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
2019 Stock Options Plan [Member] | Consulting Agreement One [Member]
Number of stock options issued during period							685,000
Options vesting term							3 years
Options, exercise price							$ 0.001
2019 Stock Options Plan [Member] | Consulting Agreement One [Member] | Signing of the Consulting Agreement [Member]
Number of stock options issued during period						385,000
2019 Stock Options Plan [Member] | Consulting Agreement One [Member] | Consultant Serves as the Vice president of Capital Markets [Member]
Number of stock options issued during period						300,000
2019 Stock Options Plan [Member] | Consulting Agreement Two [Member]
Number of stock options issued during period							250,000
Options vesting term							3 years
Options, exercise price							$ 0.001
2019 Stock Options Plan [Member] | Consulting Agreement Two [Member] | Consultant Serves as the Vice president of Capital Markets [Member]
Number of stock options issued during period						100,000
2019 Stock Options Plan [Member] | Consulting Agreement Two [Member] | Completion of First Retail Showcase Store [Member]
Number of stock options issued during period						50,000
2019 Stock Options Plan [Member] | Consulting Agreement Two [Member] | 1/12th Per Month Thereafter [Member]
Number of stock options issued during period						100,000
2019 Stock Options Plan [Member] | Consulting Agreement Three [Member]
Number of stock options issued during period							15,000
Options vesting term							3 years
Options, exercise price							$ 0.001
2019 Stock Options Plan [Member] | Consulting Agreement Three [Member] | Completion of First Retail Showcase Store [Member]
Number of stock options issued during period						15,000
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
Sale of stock shares price per share					$ 1.38		$ 1.38	$ 1.38
Conversion rate adjustment, value							$ 36,000
Conversion of shares	85,975
Conversion of debt	$ 147,000
Common Stock [Member]
Number of shares issued and sold, shares						16,634,951	16,634,951
Shares issued price per share						$ 0.001	$ 0.001

Stockholders' Deficit - Schedul

Stockholders' Deficit - Schedule of Stock Options Activities (Details) - USD ($)	Apr. 02, 2019	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Number of Number of Stock Option Shares, Outstanding, Beginning Balance		569,800	184,800
Number of Stock Option Shares, Granted	385,000		385,000
Number of Stock Option Shares, Canceled
Number of Stock Option Shares, Exercised
Number of Stock Option Shares, Expired		(184,800)
Number of Stock Option Shares, Outstanding, Ending Balance		385,000	569,800
Number of Stock Option Earned and Exercisable, Ending Balance		385,000
Number of Stock Option Unvested, Ending Balance
Exercise Price Range Per Share, Outstanding, Beginning			$ 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		12.50
Exercise Price Range Per Share, Outstanding, Ending
Exercise Price Range Per Share, Earned and Exercisable
Exercise Price Range Per Share, Unvested
Weighted Average Exercise Price, Outstanding, Beginning		4.05	12.50
Weighted Average Exercise Price, Granted			0.001
Weighted Average Exercise Price, Canceled
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Expired		12.50
Weighted Average Exercise Price, Outstanding, Ending		0.001	4.05
Weighted Average Exercise Price, Earned and Exercisable		0.001
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		$ 423,000
Aggregate Intrinsic Value, Granted			$ 578,000
Aggregate Intrinsic Value, Ending Balance		$ 7,315	$ 423,000
Aggregate Intrinsic Value, Earned and Exercisable		7,315
Aggregate Intrinsic Value, Unvested

Stockholders' Deficit - Summary

Stockholders' Deficit - Summary of Outstanding and Exercisable Stock Options (Details) - Exercise Price Range One [Member]	12 Months Ended
	Dec. 31, 2020$ / sharesshares
Range of Exercise Prices	$ 0.001
Stock Options Outstanding, Shares | shares	385,000
Stock Options Outstanding, Average Remaining Contractual Life (in Years)	1 year 2 months 30 days
Stock Options Outstanding, Weighted Average Exercise Price	$ 0.001
Stock Options Exercisable, Shares | shares	385,000
Stock Options Exercisable, Average Remaining Contractual Life (in Years)	1 year 2 months 30 days
Stock Options Exercisable, Weighted Average Exercise Price	$ 0.001

Stockholders' Deficit - Sched_2

Stockholders' Deficit - Schedule of Warrants Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Number of warrants issued, Outstanding, Beginning of period	253,000
Number of warrants issued, Granted	100,804	253,000
Number of warrants issued, Cancelled
Number of warrants issued, Exercised
Number of warrants issued, Outstanding, End of period	353,804	253,000
Exercise Price balance, Outstanding, Beginning of period	$ 1.50
Exercise Price, Granted	1.50	1.50
Exercise Price, Cancelled
Exercise Price, Exercised
Exercise Price, Outstanding, End of period	1.50	1.50
Weighted Average Exercise Price balance, Outstanding, Beginning of period	1.50
Weighted Average Exercise Price, Granted	1.50	1.50
Weighted Average Exercise Price, Cancelled
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Outstanding, End of period	$ 1.50	$ 1.50

Deferred Tax Assets and Incom_3

Deferred Tax Assets and Income Tax Provision (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss deferred tax	$ 1,425,000
Net operating loss expiration description	Future taxable income through 2038.
Deferred tax assets, net	$ 1,425,000
Equity ownership interest	50.00%
Increase in deferred tax assets valuation allowances	$ 93,000	$ 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, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Expected income tax benefit from NOL carry-forwards	$ 299,000	$ 206,000
Less valuation allowance	(299,000)	(206,000)
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, 2020	Dec. 31, 2019
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. 05, 2021	Apr. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt instrument, interest rate						10.00%
Convertible promissory note issued during period						$ 213,000
Proceeds from issuance of convertible debt						49,000	$ 460,000
Original issue discount						$ 6,000
Debt instruments conversion price per share						$ 1
Events of default description						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 money judgment, writ or similar process entered or filed against the Company or any its property or other assets for more than $100,000, 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.
Issuance of warrants to purchase of common stock						359,000
Issuance of warrant price per share						$ 1.50
Stock option exercised
Option exercise price
Common Stock [Member]
Stock issued during the period, shares						16,634,951	16,634,951
Shares issued price per share						$ 0.001	$ 0.001
Promissory Note [Member]
Debt instrument, interest rate						10.00%
Original issue discount						$ 1,000
Convertible Promissory Notes [Member]
Debt instrument, face amount						708,000	$ 506,000
Original issue discount						3,000	$ 19,000
Chief Financial Officer [Member]
Due to related party						$ 127,000
Subsequent Event [Member] | Option [Member]
Option exercise price		$ 0.001
Subsequent Event [Member] | Promissory Note [Member]
Debt instrument, face amount		$ 50,000		$ 25,000	$ 15,000
Debt instrument, interest rate		10.00%		10.00%	8.00%
Debt instrument, maturity date		Apr. 22, 2022		Feb. 19, 2022	Mar. 31, 2022
Debt instrument, description		The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 15% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.		The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 15% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.	Interest will be computed starting January 11, 2021 and payable at maturity date together with the principal amount. In the event of default, the interest rate of the note shall increase to 10% per annum and computed on the basis of the actual number of days elapsed and a 365-day year.
Subsequent Event [Member] | Convertible Promissory Notes [Member]
Debt instrument, interest rate			10.00%
Convertible promissory note issued during period			$ 55,000
Proceeds from issuance of convertible debt			50,000
Original issue discount			$ 5,000
Debt instrument maturity date, description			The Note is non-interest bearing with the principal due and payable starting in March 2022.
Debt instruments conversion price per share			$ 1
Events of default description			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 money judgment, writ or similar process entered or filed against the Company or any of its property or other assets for more than $100,000, 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.
Subsequent Event [Member] | Convertible Promissory Notes [Member] | Warrant [Member]
Issuance of warrants to purchase of common stock				27,500
Issuance of warrant price per share				$ 1.50
Subsequent Event [Member] | Promissory Notes [Member]
Debt instrument, face amount		$ 8,550
Debt instrument, interest rate		0.00%
Debt instrument, maturity date		Jul. 5, 2021
Debt instrument, description		Company issued a promissory note for cash amounting to $8,550 with 0% annual interest per year if paid at a maturity date of July 5, 2021. In the event of default, the interest rate of the note shall increase to 8% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.
Subsequent Event [Member] | New Consulting Agreement [Member]
Stock issued during the period, shares				750,000
Shares issued price per share				$ 0.001
Subsequent Event [Member] | Piers Cooper [Member] | Termination Agreement [Member]
Stock issued during the period, cancelled	3,674,330
Subsequent Event [Member] | Chief Executive Officer [Member]
Payment of related party debt			$ 68,000
Subsequent Event [Member] | Chief Financial Officer [Member]
Related party debt forgiveness amount			97,000
Due to related party			30,000
Payment of related party debt			$ 30,000
Subsequent Event [Member] | Chief Financial Officer [Member] | Common Stock [Member]
Stock issued during the period, shares			75,000
Subsequent Event [Member] | Holder One [Member] | Option [Member]
Stock option exercised		385,000
Subsequent Event [Member] | Holder Two [Member] | Option [Member]
Stock option exercised		750,000