CalEthos (GEDC) 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2021	Jul. 31, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	000-50331
Entity Registrant Name	CalEthos, Inc.
Entity Central Index Key	0001174891
Entity Tax Identification Number	98-0371433
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	11753 Willard Avenue
Entity Address, City or Town	Tustin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92782
City Area Code	(714)
Local Phone Number	352-5315
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,470,621

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 8,000
Prepaid expenses		2,000
Total Current Assets	8,000	2,000
Total Assets	8,000	2,000
CURRENT LIABILITIES:
Accounts payable	430,000	611,000
Convertible promissory notes, net	757,000	703,000
Notes payable	110,000	11,000
Total Current Liabilities	1,297,000	1,325,000
Total Liabilities	1,297,000	1,325,000
STOCKHOLDERS’ DEFICIT
Preferred stock value
Common stock par value $0.001: 100,000,000 shares authorized; 14,470,621 and 16,634,951 shares issued and outstanding	15,000	17,000
Additional paid-in capital	9,530,000	8,744,000
Stock subscription receivable	(2,000)	(2,000)
Accumulated deficit	(10,832,000)	(10,082,000)
Total Stockholders’ Deficit	(1,289,000)	(1,323,000)
Total Liabilities and Stockholders’ Deficit	8,000	2,000
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock value
Total Stockholders’ Deficit

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		100,000,000
Common Stock, Shares, Outstanding	14,470,621	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

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Revenues
Operating Expenses
Professional fees	633,000	60,000	706,000	192,000
General and administrative expenses	3,000	3,000	5,000	45,000
Operating expenses	636,000	63,000	711,000	237,000
Loss from operations	(636,000)	(63,000)	(711,000)	(237,000)
Other expenses
Financing cost	(22,000)	(33,000)	(39,000)	(197,000)
Loss on extinguishment of series A convertible preferred stock				(138,000)
Total other expenses	(22,000)	(33,000)	(39,000)	(335,000)
Loss before provision for income taxes	(658,000)	(96,000)	(750,000)	(572,000)
Provision for income taxes
Net loss	(658,000)	(96,000)	(750,000)	(572,000)
Other comprehensive income (loss)
Comprehensive loss	$ (658,000)	$ (96,000)	$ (750,000)	$ (572,000)
Net loss per share	$ (0.04)	$ (0.01)	$ (0.04)	$ (0.03)
Weighted average common shares outstanding: Basic and diluted	17,468,785	16,634,951	17,052,285	16,634,951

Condensed Statements of Stockho

Condensed Statements of Stockholders' Deficit (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscription Receivable [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019			$ 17,000	$ 8,750,000	$ (2,000)	$ (9,326,000)	$ (561,000)
Beginning 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)
Debt premium on issuance of convertible promissory notes for conversion of series A convertible preferred stock				58,000			58,000
Fair value of warrants issued with the conversion of series A convertible preferred stock				52,000			52,000
Net loss						(476,000)	(476,000)
Ending balance, value at Mar. 31, 2020			$ 17,000	8,741,000	(2,000)	(9,802,000)	(1,046,000)
Ending balance, shares at Mar. 31, 2020			16,634,951
Beginning balance, value at Dec. 31, 2019			$ 17,000	8,750,000	(2,000)	(9,326,000)	(561,000)
Beginning balance, shares at Dec. 31, 2019	85,975		16,634,951
Net loss							(572,000)
Ending balance, value at Jun. 30, 2020			$ 17,000	8,742,000	(2,000)	(9,898,000)	(1,141,000)
Ending balance, shares at Jun. 30, 2020			16,634,951
Beginning balance, value at Mar. 31, 2020			$ 17,000	8,741,000	(2,000)	(9,802,000)	(1,046,000)
Beginning balance, shares at Mar. 31, 2020			16,634,951
Relative fair value of warrants issued with convertible promissory notes				1,000			1,000
Net loss						(96,000)	(96,000)
Ending balance, value at Jun. 30, 2020			$ 17,000	8,742,000	(2,000)	(9,898,000)	(1,141,000)
Ending balance, shares at Jun. 30, 2020			16,634,951
Beginning balance, value at Dec. 31, 2020			$ 17,000	8,744,000	(2,000)	(10,082,000)	(1,323,000)
Beginning balance, shares at Dec. 31, 2020			16,634,951
Relative fair value of warrants issued with convertible promissory notes				3,000			3,000
Stock options issued for services				52,000			52,000
Stocks issued from debt forgiveness				98,000			98,000
Stocks issued for debt forgiveness, shares			75,000
Additional capital from debt forgiven				68,000			68,000
Net loss						(92,000)	(92,000)
Ending balance, value at Mar. 31, 2021			$ 17,000	8,965,000	(2,000)	(10,174,000)	(1,194,000)
Ending balance, shares at Mar. 31, 2021			16,709,951
Beginning balance, value at Dec. 31, 2020			$ 17,000	8,744,000	(2,000)	(10,082,000)	(1,323,000)
Beginning balance, shares at Dec. 31, 2020			16,634,951
Net loss							(750,000)
Ending balance, value at Jun. 30, 2021			$ 15,000	9,530,000	(2,000)	(10,832,000)	(1,289,000)
Ending balance, shares at Jun. 30, 2021			14,470,621
Beginning balance, value at Mar. 31, 2021			$ 17,000	8,965,000	(2,000)	(10,174,000)	(1,194,000)
Beginning balance, shares at Mar. 31, 2021			16,709,951
Stocks returned			$ (4,000)	4,000
Stocks returned, sharse			(3,674,330)
Stocks issued on exercise of warrants			$ 2,000				2,000
Stocks issued on exercise of warrants, shares			1,435,000
Net loss						(658,000)	(658,000)
Stock options issued for services				561,000			561,000
Ending balance, value at Jun. 30, 2021			$ 15,000	$ 9,530,000	$ (2,000)	$ (10,832,000)	$ (1,289,000)
Ending balance, shares at Jun. 30, 2021			14,470,621

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net loss	$ (750,000)	$ (572,000)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of convertible promissory note discounts	7,000	183,000
Loss on extinguishment of convertible preferred stock		86,000
Fair value of warrants issued for extinguishment of preferred stock		52,000
Fair value of equity based compensation	575,000
Changes in operating assets and liabilities:
Prepaid expenses	2,000
Accounts payable and accrued expenses	23,000	110,000
Net cash used in operating activities	(143,000)	(141,000)
Cash flows from financing activities
Proceeds from the issuance of convertible promissory notes	50,000	20,000
Proceeds from the issuance of notes	99,000
Proceeds from the exercise of warrants	2,000
Net cash provided by financing activities	151,000	20,000
Net increase (decrease) in cash	8,000	(121,000)
Cash, beginning of period		123,000
Cash, end of period	8,000	2,000
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities
Relative fair value of warrants issued with convertible promissory notes	3,000
Accrued equity compensation granted	38,000
Common stock issued from forgiven debt	98,000
Additional capital from forgiven debt	68,000
Conversion of series A preferred stock to convertible promissory notes		147,000
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

ORGANIZATION AND ACCOUNTING POL

ORGANIZATION AND ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
ORGANIZATION AND ACCOUNTING POLICIES	Note 1 – Organization And Accounting Policies ORGANIZATION AND ACCOUNTING POLICIES CalEthos, Inc. (the “Company”) (fka RealSource Residential, Inc.) was incorporated on March 20, 2002 under the laws of the State of Nevada. Since the second quarter of 2016, the Company has been a “shell” company, as defined in Rule 12b-2 under the Exchange Act. Change in Control On May 16, 2018, certain majority stockholders of the Company, including certain former directors and officers of the Company, entered into a stock purchase agreement dated May 16, 2018 (the “Control Purchase Agreement”) with RealSource Acquisition Group, LLC, a Utah limited liability company (“RealSource Acquisition”), whereby RealSource Acquisition agreed to purchase an aggregate of 11,006,356 440,256 180,000 80,000 Effective on the Closing Date, and in accordance with the amended and restated bylaws of the Company and the requirements of the Control Purchase Agreement, (a) each of Michael S. Anderson, Nathan W. Hanks and V. Kelly Randall resigned as directors of the Company, (b) Michael Campbell, the sole member of M1 Advisors, and Piers Cooper were elected to the Company’s board of directors, and (c) Mr. Hanks also resigned as president and chief executive officer of the Company, Mr. Randall also resigned as chief operating office and chief financial officer of the Company, Mr. Campbell was appointed the chief executive officer of the Company and Piers Cooper was appointed president of the Company. On the Closing Date, the Company entered into a series A preferred stock purchase agreement dated as of the Closing Date (the “Preferred Purchase Agreement”) with M1 Advisors, which is an entity controlled by Michael Campbell, the Company’s chief executive officer and a director of the Company at such time, Piers Cooper, the Company’s president and a director of the Company at such time, the members of RealSource Acquisition, and the other investors who were signatories thereto (collectively, the Purchasers”). Pursuant to the Preferred Purchase Agreement, the Company sold to the Purchasers an aggregate of 15,600,544 16,000 0.001 9,320,414 4,674,330 1,195,000 Immediately following the above transactions, an aggregate of 15,600,544 630,207 60.14 28.80 On December 20, 2018, all outstanding shares of Founder Preferred Stock was converted in to shares of the Company’s common stock on a one-for-one basis pursuant to the terms of the Founder Preferred Stock. Business Activity Following the change in control, as described above, the board of directors determined to establish the Company in the rapidly-growing cannabis industry, initially in the State of California. It is the current intention of the board of directors for our company to develop and manufacture a next generation high-performance computer system that is scalable, upgradeable and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions. In order to fund our proposed business plan, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. Upon the consummation of such fundraising efforts and the commencement of such operations, it is expected that our company will cease being a shell company. Financial Statement Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2020. The notes to the unaudited condensed financial statements are presented on a going concern basis unless otherwise noted. Basis of Presentation The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. The Company incurred a net loss of approximately $ 750,000 for the six months ended June 30, 2021 and had an accumulated deficit of approximately $ 10,832,000 as of June 30, 2021. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company’s condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the 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 Earnings Per Share We use ASC 260, “ Earnings Per Share There were 1,525,214 1,734,214 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 LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	6 Months Ended
	Jun. 30, 2021
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	Note 2 – Accounts Payable and Accrued Liabilities ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the Company’s accounts payable and accrued expense balances as of the date indicated: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2021 December 31, 2020 Trade payables $ 320,000 $ 316,000 Accrued liabilities 37,000 255,000 Interest payable 73,000 40,000 Accounts payable and accrued expenses $ 430,000 $ 611,000

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES	Note 3 – Convertible Promissory Notes CONVERTIBLE PROMISSORY NOTES During the period ended June 30, 2021, the Company issued convertible promissory notes in the amount of $ 55,000 50,000 5,000 10 1.00 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 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 1.50 In accordance with ASC 470 - Debt 3,000 0 7,000 The Company determined that the conversion feature of the Notes would not be an embedded feature to be bifurcated and accounted for as a derivative in accordance with ASC 818-15, Derivatives and Hedging As of June 30, 2021 and December 31, 2020, the convertible promissory notes consisted of the following: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES June 30, 2021 December 31, 2020 Principal amount $ 763,000 $ 708,000 Original issue discount (4,000 ) (3,000 ) Warrant discount (2,000 ) (2,000 ) Net balance $ 757,000 $ 703,000 Interest expense on default convertible notes was $ 30,000 and $ 14,000 for the six months ended June 30, 2021 and 2020.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2021
Notes Payable
NOTES PAYABLE	Note 4 – Notes Payable NOTES PAYABLE On January 11, 2021, the Company issued promissory note with a principal value of $ 15,000 . The interest on the Note shall accrue, beginning from the date of issuance, at an interest rate of 8 % per annum. The principal and any accrued interest are payable on or before March 11, 2022 (maturity date). During any event of default under the Note, the interest rate shall increase to 10 % per annum (default interest). Events of default include failure to pay principal or interest, breach of covenants, breach of representations and warranties, borrower’s assignment of substantial part of its property or business, any money judgment, writ, or similar process shall be entered or filed against the borrower or any subsidiary of the borrower or any of its properties or other assets for more than $ 100,000 , bankruptcy, liquidation of business, and cessation of operations. On February 19, 2021, the Company issued promissory note with a principal value of $ 25,000 10 February 19, 2022 15 On April 22, 2021, the Company issued a promissory note with a principal value of $ 50,000 10 April 22, 2022 15 On April 5, 2021, the Company issued a promissory note with a principal value of $ 8,550 8 July 5, 2021 8 Interest expense on notes amounting to $ 3,000 0

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
STOCKHOLDERS DEFICIT	Note 5 – Stockholders Deficit STOCKHOLDERS DEFICIT In January 2021, Piers 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 In February 2021, the Company signed a new consulting agreement that granted one of its shareholders an option to purchase 750,000 0.001 52,000 37,000 15,000 In March 2021, the CEO agreed to forgive approximately $ 68,000 In March 2021, the CFO agreed to reduce amounts due to him from approximately $ 128,000 30,000 98,000 75,000 30,000 In May 2021, the Company signed a letter of understanding that granted one of its shareholders an option to purchase 300,000 0.001 561,000 In May 2021, an option holder exercised three options for 385,000 750,000 300,000 0.001 2,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 6 – Subsequent Events 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 events: Subsequent to June 30, 2021, the Company issued two (2) additional Notes for total cash proceeds of $ 30,000 . In July 2021, the Company issued a promissory note for cash amounting to $ 25,000 10 July 1, 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 July 2021, the Company issued a promissory note for cash amounting to $ 5,000 8 October 12, 2021 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 8% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year. The promissory note issued April 5, 2021, for the principal amount of $ 8,550 July 5, 2021

ORGANIZATION AND ACCOUNTING P_2

ORGANIZATION AND ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [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 11,006,356 440,256 180,000 80,000 Effective on the Closing Date, and in accordance with the amended and restated bylaws of the Company and the requirements of the Control Purchase Agreement, (a) each of Michael S. Anderson, Nathan W. Hanks and V. Kelly Randall resigned as directors of the Company, (b) Michael Campbell, the sole member of M1 Advisors, and Piers Cooper were elected to the Company’s board of directors, and (c) Mr. Hanks also resigned as president and chief executive officer of the Company, Mr. Randall also resigned as chief operating office and chief financial officer of the Company, Mr. Campbell was appointed the chief executive officer of the Company and Piers Cooper was appointed president of the Company. On the Closing Date, the Company entered into a series A preferred stock purchase agreement dated as of the Closing Date (the “Preferred Purchase Agreement”) with M1 Advisors, which is an entity controlled by Michael Campbell, the Company’s chief executive officer and a director of the Company at such time, Piers Cooper, the Company’s president and a director of the Company at such time, the members of RealSource Acquisition, and the other investors who were signatories thereto (collectively, the Purchasers”). Pursuant to the Preferred Purchase Agreement, the Company sold to the Purchasers an aggregate of 15,600,544 16,000 0.001 9,320,414 4,674,330 1,195,000 Immediately following the above transactions, an aggregate of 15,600,544 630,207 60.14 28.80 On December 20, 2018, all outstanding shares of Founder Preferred Stock was converted in to shares of the Company’s common stock on a one-for-one basis pursuant to the terms of the Founder Preferred Stock.
Business Activity	Business Activity Following the change in control, as described above, the board of directors determined to establish the Company in the rapidly-growing cannabis industry, initially in the State of California. It is the current intention of the board of directors for our company to develop and manufacture a next generation high-performance computer system that is scalable, upgradeable and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions. In order to fund our proposed business plan, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. Upon the consummation of such fundraising efforts and the commencement of such operations, it is expected that our company will cease being a shell company.
Financial Statement Presentation	Financial Statement Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2020. The notes to the unaudited condensed financial statements are presented on a going concern basis unless otherwise noted.
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. The Company incurred a net loss of approximately $ 750,000 for the six months ended June 30, 2021 and had an accumulated deficit of approximately $ 10,832,000 as of June 30, 2021. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company’s condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the
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
Earnings Per Share	Earnings Per Share We use ASC 260, “ Earnings Per Share There were 1,525,214 1,734,214
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 LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2021
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES	The following table summarizes the Company’s accounts payable and accrued expense balances as of the date indicated: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2021 December 31, 2020 Trade payables $ 320,000 $ 316,000 Accrued liabilities 37,000 255,000 Interest payable 73,000 40,000 Accounts payable and accrued expenses $ 430,000 $ 611,000

CONVERTIBLE PROMISSORY NOTES (T

CONVERTIBLE PROMISSORY NOTES (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES	As of June 30, 2021 and December 31, 2020, the convertible promissory notes consisted of the following: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES June 30, 2021 December 31, 2020 Principal amount $ 763,000 $ 708,000 Original issue discount (4,000 ) (3,000 ) Warrant discount (2,000 ) (2,000 ) Net balance $ 757,000 $ 703,000

ORGANIZATION AND ACCOUNTING P_3

ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)	Aug. 16, 2018	May 16, 2018	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred stock, shares outstanding			0				0		0
Preferred stock, shares issued			0				0		0
Common stock, shares outstanding			14,470,621				14,470,621		16,634,951
Net Income (Loss) Attributable to Parent			$ 658,000	$ 92,000	$ 96,000	$ 476,000	$ 750,000	$ 572,000
Retained Earnings (Accumulated Deficit)			$ 10,832,000				$ 10,832,000		$ 10,082,000
Common share equivalents							1,525,214	1,734,214
Control Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares							15,600,544
Purchase price of shares							$ 16,000
Purchase price per share			$ 0.001				$ 0.001
Common stock, shares outstanding			630,207				630,207
Common stock, shares issued			630,207				630,207
Preferred Purchase Agreement [Member] | Founder Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred stock, shares outstanding			15,600,544				15,600,544
Preferred stock, shares issued			15,600,544				15,600,544
Preferred Purchase Agreement [Member] | M One Advisors [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares							9,320,414
Percentage of shares issued and outstanding			60.14%				60.14%
Preferred Purchase Agreement [Member] | Mr Cooper [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares							4,674,330
Percentage of shares issued and outstanding			28.80%				28.80%
Preferred Purchase Agreement [Member] | Members Of Realsource Acquisition [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares							1,195,000

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Trade payables	$ 320,000	$ 316,000
Accrued liabilities	37,000	255,000
Interest payable	73,000	40,000
Accounts payable and accrued expenses	$ 430,000	$ 611,000

SCHEDULE OF CONVERTIBLE PROMISS

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Original issue discount	$ (5,000)
Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Principal amount	763,000	$ 708,000
Original issue discount	(4,000)	(3,000)
Warrant discount	(2,000)	(2,000)
Net balance	$ 757,000	$ 703,000

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible promissory note	$ 55,000
Proceed from convertible debt	50,000	$ 20,000
Debt original issue discount	$ 5,000
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 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.
Issuance of warrant price per share	$ 0.001
Relative fair value of warrants issued with convertible promissory notes	$ 3,000
Beneficial conversion feature	0
Amortization expenses	7,000
Interest Expense, Debt	30,000	$ 14,000
Warrant [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Indebtedness for borrowed money maximum limit	$ 100,000
Issuance of warrants to purchase of common stock	27,500
Issuance of warrant price per share	$ 1.50

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Apr. 22, 2021	Apr. 05, 2021	Feb. 19, 2021	Jan. 11, 2021	Jun. 30, 2021	Jun. 30, 2020
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument, interest rate					10.00%
Interest expense					$ 30,000	$ 14,000
Promissory Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument, face amount	$ 50,000	$ 8,550	$ 25,000	$ 15,000
Debt instrument, interest rate	10.00%	8.00%	10.00%	8.00%
Debt instrument, maturity date	Apr. 22, 2022	Jul. 5, 2021	Feb. 19, 2022	Mar. 11, 2022
Increase in interest rate	15.00%	8.00%	15.00%	10.00%
Interest expense					$ 3,000	$ 0
Promissory Note [Member] | Borrower [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt Instrument, Periodic Payment				$ 100,000

STOCKHOLDERS DEFICIT (Details N

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended	12 Months Ended
	Feb. 28, 2021	Jan. 31, 2021	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	May 31, 2021	May 01, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Remaining liability paid for cash				$ 30,000
Common stock, shares authorized					100,000,000
Common stock, par or \sStated value per share					$ 0.001
Share-based compensation arrangement by share-based payment award, options				$ 561,000
Class of warrant exercise price				$ 0.001
Proceeds from stock options exercised				$ 2,000
Share-based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share options exercised				385,000
Share-based Payment Arrangement, Tranche Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share options exercised				750,000
Share-based Payment Arrangement, Tranche Three [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share options exercised				300,000
Chief Executive Officer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt forgiveness			$ 68,000
Reduction amount			$ 98,000
Number of shares issued			75,000
Chief Executive Officer [Member] | Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to related party			$ 128,000
Chief Executive Officer [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to related party			$ 30,000
Termination Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Return of shares		3,674,330
New Consulting Agreement [Member] | Shareholder [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Option to purhase shares	750,000
Share price	$ 0.001
Fair value of options	$ 52,000
Option expense				$ 15,000	$ 37,000
Letterof Understanding [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares authorized						300,000
Common stock, par or \sStated value per share							$ 0.001

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 22, 2021	Apr. 05, 2021	Feb. 19, 2021	Jan. 11, 2021	Aug. 04, 2021	Jul. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Subsequent Event [Line Items]
Proceeds from Notes Payable							$ 99,000
Debt instrument, interest rate							10.00%
Four Additional Notes [Member]
Subsequent Event [Line Items]
Proceeds from Notes Payable					$ 30,000
Promissory Notes [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount						$ 25,000
Debt instrument, interest rate						10.00%
Debt instrument, maturity date						Jul. 1, 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.
Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 50,000	$ 8,550	$ 25,000	$ 15,000
Debt instrument, interest rate	10.00%	8.00%	10.00%	8.00%
Debt instrument, maturity date	Apr. 22, 2022	Jul. 5, 2021	Feb. 19, 2022	Mar. 11, 2022
Promissory Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount						$ 5,000
Debt instrument, interest rate						8.00%
Debt instrument, maturity date						Oct. 12, 2021
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 8% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.
April 5, 2021 Promissory Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount						$ 8,550
Debt instrument, maturity date						Jul. 5, 2021