CalEthos (GEDC) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
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	false
Entity Common Stock, Shares Outstanding		25,970,621

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 3,377,000
Prepaid expenses		2,000
Total Current Assets	3,377,000	2,000
Total Assets	3,377,000	2,000
CURRENT LIABILITIES:
Accounts payable and accrued expenses	423,000	611,000
Convertible promissory notes, net of discounts	2,735,000	703,000
Notes payable, net	139,000	11,000
Total Current Liabilities	3,297,000	1,325,000
Total Liabilities	3,297,000	1,325,000
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, value
Common stock par value $0.001, 100,000,000 shares authorized; 25,970,621 and 16,634,951 shares issued and outstanding	26,000	17,000
Additional paid-in capital	12,951,000	8,744,000
Stock subscription receivable	(2,000)	(2,000)
Accumulated deficit	(12,895,000)	(10,082,000)
Total Stockholders’ Equity (Deficit)	80,000	(1,323,000)
Total Liabilities and Stockholders’ Equity (Deficit)	3,377,000	2,000
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, value

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 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 value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	25,970,621	16,634,951
Common stock, shares issued	25,970,621	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
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenues
Operating Expenses
Professional fees	1,863,000	74,000	2,569,000	266,000
General and administrative expenses	13,000	4,000	18,000	49,000
Operating expenses	1,876,000	78,000	2,587,000	315,000
Loss from operations	(1,876,000)	(78,000)	(2,587,000)	(315,000)
Other Expenses
Financing cost	(187,000)	(15,000)	(226,000)	(212,000)
Loss on extinguishment of series A convertible preferred stock				(138,000)
Total other expenses	(187,000)	(15,000)	(226,000)	(350,000)
Loss before provision for income taxes	(2,063,000)	(93,000)	(2,813,000)	(665,000)
Provision for income taxes
Net loss	$ (2,063,000)	$ (93,000)	$ (2,813,000)	$ (665,000)
Net loss per share	$ (0.12)	$ (0.01)	$ (0.16)	$ (0.04)
Weighted average common shares outstanding:
Basic and diluted	17,602,886	16,634,951	17,282,889	16,634,951

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member]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)
Fair value of warrants issued with the conversion of series A convertible preferred stock				52,000			52,000
Debt premium on issuance of convertible promissory notes for conversion of series A convertible preferred stock				58,000			58,000
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							(665,000)
Ending balance, value at Sep. 30, 2020			$ 17,000	8,743,000	(2,000)	(9,991,000)	(1,233,000)
Ending balance, shares at Sep. 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 note				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
Relative fair value of warrants issued with convertible promissory note				1,000			1,000
Net loss						(93,000)	(93,000)
Ending balance, value at Sep. 30, 2020			$ 17,000	8,743,000	(2,000)	(9,991,000)	(1,233,000)
Ending balance, shares at Sep. 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 note				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							(2,813,000)
Ending balance, value at Sep. 30, 2021			$ 26,000	12,951,000	(2,000)	(12,895,000)	80,000
Ending balance, shares at Sep. 30, 2021			25,970,621
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)
Stock options issued for services				561,000			561,000
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)
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
Relative fair value of warrants issued with convertible promissory note				1,687,000			1,687,000
Stock-based compensation				195,000			195,000
Restricted common stock awards issued for compensation			$ 11,000	1,539,000			1,550,000
Restricted common stock awards issued for compensation			11,500,000
Net loss						(2,063,000)	(2,063,000)
Ending balance, value at Sep. 30, 2021			$ 26,000	$ 12,951,000	$ (2,000)	$ (12,895,000)	$ 80,000
Ending balance, shares at Sep. 30, 2021			25,970,621

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss	$ (2,813,000)	$ (665,000)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of convertible promissory note discounts	172,000	186,000
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	770,000
Accretion of compensation cost for restricted stock awards	1,550,000
Changes in operating assets and liabilities:
Prepaid expenses	2,000
Accounts payable and accrued expenses	18,000	169,000
Net cash used in operating activities	(301,000)	(172,000)
Cash flows from financing activities
Proceeds from the issuance of convertible promissory notes	3,550,000	39,000
Proceeds from the issuance of notes payable	128,000	10,000
Net cash provided by financing activities	3,678,000	49,000
Net increase (decrease) in cash	3,377,000	(123,000)
Cash and cash equivalents, beginning of period		123,000
Cash and cash equivalents, end of period	3,377,000
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	1,690,000
Original issue discount issued with convertible promissory notes	355,000
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
Discount from issuance of convertible notes	$ 355,000

ORGANIZATION AND ACCOUNTING POL

ORGANIZATION AND ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
ORGANIZATION AND ACCOUNTING POLICIES	Note 1 – Organization And Accounting Policies ORGANIZATION AND ACCOUNTING POLICIES CalEthos, Inc. (the “Company”) was incorporated on March 20, 2002 under the laws of the State of Nevada. During the period commencing in the second quarter of 2016 to September 15, 2021, on which date the Company raised $ 3,500,000 from the sale of convertible promissory notes, the Company was a “shell” company, as defined in Rule 12b-2 under the Exchange Act. Upon the consummation of a financing transaction on September 15, 2021, the Company ceased being a shell company. It is the current intention of the board of directors of the 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. 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 officer 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. 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 nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the 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. During the quarter ended September 30, 2021, the Company commenced operation in its current line of business. The Company incurred a net loss of approximately $ 2,813,000 for the nine months ended September 30, 2021 and had an accumulated deficit of approximately $ 12,895,000 as of September 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 issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern. Debt Discounts The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options Earnings Per Share The Company uses ASC 260, “ Earnings Per Share There were 20,055,215 1,778,214 Recent Accounting Pronouncements The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s financial condition or the results of its operations.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2021
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Note 2 – Accounts Payable and Accrued Expenses 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 September 30, 2021 December 31, 2020 Trade payables $ 270,000 $ 316,000 Accrued liabilities 58,000 255,000 Interest payable 95,000 40,000 Accounts payable and accrued expenses $ 423,000 $ 611,000

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES	Note 2 – Convertible Promissory Notes CONVERTIBLE PROMISSORY NOTES During the period ended September 30, 2021, the Company issued two convertible promissory notes amounting to $ 55,000 and $ 3,850,000 (the “Notes”), respectively. The total aggregate proceeds were $ 3,550,000 due to a $ 355,000 aggregate original issue discount. The Notes are non-interest bearing with the principal due and payable on March 1, 2022 and August 31, 2022, respectively. 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 and $ 1.25 per share (“Conversion Rate”), respectively. 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 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 1,567,500 1.50 1.87 3,004,000 3 404.91 405.93 0.27 0.42 0.10 1.95 In accordance with ASC 470 - Debt 1,690,000 and the beneficial conversion amounted to $ 0 , which amounts are being amortized and expensed over the term of the Notes. Amortization expense was approximately $ 165,000 and $ 170,000 for the three months and nine months ended September 30, 2021, respectively, and $ 1,000 and $ 185,000 for the three months and nine months ended September 30, 2020, respectively. 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 as of the date indicated: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES September 30, 2021 December 31, 2020 Principal Balance, beginning of year $ 708,000 $ 506,000 Additions 3,905,000 202,000 Balance, end of year 4,613,000 708,000 Discount Balance, beginning of year 5,000 183,000 Additions 2,045,000 8,000 Amortization (172,000 ) (186,000 ) Balance, end of year 1,878,000 5,000 Net carrying amount $ 2,735,000 $ 703,000 The unamortized debt discounts will be amortized within one-year as of September 30, 2021 and December 31, 2020, respectively. Potential future shares to be issued on conversion of the notes as of the date indicated are as follows: SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES September 30, 2021 December 31, 2020 Principal $ 4,613,000 $ 708,000 Interest 87,000 39,000 Total 4,700,000 747,000 Conversion price per share 1.00 1.25 1.00 Potential future share 3,930,000 747,000 Interest expense on default convertible promissory notes amounted to $ 17,000 48,000 13,000 27,000

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2021
Notes Payable
NOTES PAYABLE	Note 3 – Notes Payable NOTES PAYABLE On January 11, 2021, the Company issued a promissory note in the principal amount of $ 15,000 . The interest on this 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 During any event of default under the note, the interest rate shall increase to 10 % per annum. 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. The principal amount outstanding under this note was $ 15,000 On February 19, 2021, the Company issued a promissory note in the principal amount of $ 25,000 10 February 19, 2022 In the event that the Company fails to pay the balance of this note in full on the due date or fails to make any payment due within 15 days of the due date, any unpaid principal shall accrue interest at the rate of 15 % per annum during the default (default interest). Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors. The principal amount outstanding under this note was $ 25,000 as of September 30, 2021. On April 5, 2021, the Company issued a promissory note in the principal amount of $ 8,550 . This note is non-interest bearing with the principal due and payable on July 5, 2021 . In the event that the Company fails to pay the balance of this note in full on the date or fails to make any payments due within 15 days of the due date, any unpaid principal shall accrue interest at the rate of 8 % per annum during the default. Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors. The principal amount of this note was paid on September 16, 2021. On April 22, 2021, the Company issued a promissory note in the principal amount of $ 50,000 10% April 22, 2022 15% Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors. The principal amount outstanding under this note was $ 50,000 On July 1, 2021, the Company issued a promissory note in the principal amount of $ 25,000 . The interest on the unpaid principal balance accrues at a rate of 10 July 1,2022 15 % per annum during the default (default interest). Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors. The principal amount outstanding under this note was $ 25,000 On July 12, 2021, the Company issued a promissory note in the principal amount of $ 5,000 . The principal amount of this note was settled on September 16, 2021. On August 10, 2021, the Company issued a promissory note in the principal amount of $ 7,000 In August 2021, the Company issued four promissory notes, to a single lender, in the aggregate principal amount of $ 13,500 . The principal for each note shall be paid in a single installment during November 2021 8 % per annum during the default. Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors. The principal amount outstanding under these notes was $ 13,500 Interest expense on notes payable amounted to $ 4,000 and $ 8,000 for the three months and nine months ended September 30, 2021, respectively, and nil and nil for the three months and nine months ended September 30, 2020, respectively.

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	Note 4 – Stockholders’ Equity (Deficit) STOCKHOLDERS' EQUITY (DEFICIT) Common stock In January 2021, the Company’s President and a member of the Board of Directors, resigned as an officer and director of the Company (“Termination Agreement”). Part of the Termination Agreement stipulates the return of 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 Company’s Chief Executive Officer (“CEO’) agreed to forgive approximately $ 68,000 due to him, which was treated as contributed paid in capital. In March 2021, the Company’s Chief Financial Officer agreed to reduce the amounts due to him from approximately $ 128,000 to $ 30,000 . For the reduction of $ 98,000 , the Company will issue 75,000 shares of common stock. The remaining liability of $ 30,000 will be paid in cash. 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 and 300,000 shares of the Company’s common stock at an exercise price of $ 0.001 for each option, for total proceeds of approximately $ 2,000 . Restricted common stock awards On August 17, 2021, the Company entered into Restricted Share Award Agreements (the “Award Agreements”) with two consultants pursuant to which the Company issued to the consultants shares of common stock of the Company in exchange for their future services. The Awards have an initial term of one year, which shall be automatically renewed on a year-to-year basis unless either party gives a written notice of termination. The two consultants who entered into these agreements include: 1) A consultant who was granted 10,000,000 restricted share awards. 2) An entity, which is owned by the Company’s CEO and majority shareholder, was granted 1,500,000 restricted share awards. As indicated in the Awards Agreement, fifty percent (50%) of the shares shall vest upon the completion of the first two development phases of a 5 nanometer ASIC chip that includes the “FPGA Simulation” and “Tape Out”, and the remaining fifty (50%) of the shares shall vest upon the completion of the next phases of the chip development that include the completion of the Foundry Mask for production in the semiconductor foundry, initial production run of chips and the completion of a bitcoin mining system ready for sale to customers. Should the Company not raise sufficient capital to complete the Foundry Mask within 6 months of completing the first two development phases, then 100% The Company’s management has accounted for the Award Grants as restricted stock compensation in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first two development phases will be completed within 15 months and the Foundry Mask will be completed within 6 months for a total of 21 months service period. Compensation cost will be recognized ratably over 21 months and in the same manner had the Company paid in cash. The estimated service period will be adjusted for changes in actual and expected completion dates. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period. As of September 30, 2021, a total of 10,000,000 and 1,500,000 shares were issued to each of the consultant, respectively. The value was $ 1.93 per share on the date of issuance (“Grant Date”) for an aggregate fair value of $ 22,195,000 The stock-based award compensation was recorded as an increase in deferred compensation expense, common stock and additional paid-in capital in the Company’s books at the time of the grant. The table below summarizes the transactions related to the Company restricted stock awards for the nine months ended September 30, 2021: SCHEDULE OF RESTRICTED STOCK AWARDS Shares Deferred compensation Grant date fair value 11,500,000 $ 22,195,000 Accretion - (1,550,000 ) Balance as of September 30, 2021 11,500,000 $ 20,645,000 Issuance of Warrants On September 15, 2021, the Company issued warrants to purchase 100,000 195,000 359 1.95 3 0.43 0

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 5 – 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: In October 2021, the Board of Directors authorized an amendment to the Articles of Incorporation of the Company to change the Company’s name of AIQ Blockchain, Inc. The name change has not yet been effected. In October 2021, Board of Directors approved and adopted the 2021 Equity Incentive Plan (the “Equity Incentive Plan”). The Plan reserved for issuance up to 2,500,000 shares of Company’s common stock for awards to directors, employees and consultants of the Company.

ORGANIZATION AND ACCOUNTING P_2

ORGANIZATION AND ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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 officer 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.
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 nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the 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. During the quarter ended September 30, 2021, the Company commenced operation in its current line of business. The Company incurred a net loss of approximately $ 2,813,000 for the nine months ended September 30, 2021 and had an accumulated deficit of approximately $ 12,895,000 as of September 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 issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern.
Debt Discounts	Debt Discounts The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options
Earnings Per Share	Earnings Per Share The Company uses ASC 260, “ Earnings Per Share There were 20,055,215 1,778,214
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s 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)	9 Months Ended
	Sep. 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 September 30, 2021 December 31, 2020 Trade payables $ 270,000 $ 316,000 Accrued liabilities 58,000 255,000 Interest payable 95,000 40,000 Accounts payable and accrued expenses $ 423,000 $ 611,000

CONVERTIBLE PROMISSORY NOTES (T

CONVERTIBLE PROMISSORY NOTES (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES	The convertible promissory notes consisted of the following as of the date indicated: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES September 30, 2021 December 31, 2020 Principal Balance, beginning of year $ 708,000 $ 506,000 Additions 3,905,000 202,000 Balance, end of year 4,613,000 708,000 Discount Balance, beginning of year 5,000 183,000 Additions 2,045,000 8,000 Amortization (172,000 ) (186,000 ) Balance, end of year 1,878,000 5,000 Net carrying amount $ 2,735,000 $ 703,000
SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES	Potential future shares to be issued on conversion of the notes as of the date indicated are as follows: SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES September 30, 2021 December 31, 2020 Principal $ 4,613,000 $ 708,000 Interest 87,000 39,000 Total 4,700,000 747,000 Conversion price per share 1.00 1.25 1.00 Potential future share 3,930,000 747,000

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT) (Tables)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
SCHEDULE OF RESTRICTED STOCK AWARDS	The table below summarizes the transactions related to the Company restricted stock awards for the nine months ended September 30, 2021: SCHEDULE OF RESTRICTED STOCK AWARDS Shares Deferred compensation Grant date fair value 11,500,000 $ 22,195,000 Accretion - (1,550,000 ) Balance as of September 30, 2021 11,500,000 $ 20,645,000

ORGANIZATION AND ACCOUNTING P_3

ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 12, 2018	May 16, 2018	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 15, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:ProceedsFromIssuanceOfNotesAndWarrants-0]											$ 3,500,000
Preferred stock, shares outstanding			0						0			0
Preferred stock, shares issued			0						0			0
Common stock, shares outstanding			25,970,621						25,970,621			16,634,951
Common stock, shares issued			25,970,621						25,970,621			16,634,951
Net Income (Loss) Attributable to Parent			$ 2,063,000	$ 658,000	$ 92,000	$ 93,000	$ 96,000	$ 476,000	$ 2,813,000	$ 665,000
Retained Earnings (Accumulated Deficit)			$ 12,895,000						$ 12,895,000			$ 10,082,000
Common share equivalents									20,055,215	1,778,214
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] | M1 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 ($)	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Trade payables	$ 270,000	$ 316,000
Accrued liabilities	58,000	255,000
Interest payable	95,000	40,000
Accounts payable and accrued expenses	$ 423,000	$ 611,000

SCHEDULE OF CONVERTIBLE PROMISS

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - Convertible Notes Payable [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Balance, beginning of year	$ 708,000	$ 506,000
Additions	3,905,000	202,000
Balance, end of year	4,613,000	708,000
Balance, beginning of year	5,000	183,000
Additions	2,045,000	8,000
Amortization	(172,000)	(186,000)
Balance, beginning of year	1,878,000	5,000
Convertible Notes Payable, Current	$ 2,735,000	$ 703,000

SCHEDULE OF POTENTIAL FUTURE SH

SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Conversion price per share	$ 1
Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Principal	$ 4,613,000	$ 708,000
Interest	87,000	39,000
Total	$ 4,700,000	$ 747,000
Conversion price per share		$ 1
Potential future share	3,930,000	747,000
Convertible Notes Payable [Member] | Minimum [Member]
Short-term Debt [Line Items]
Conversion price per share	$ 1
Convertible Notes Payable [Member] | Maximum [Member]
Short-term Debt [Line Items]
Conversion price per share	$ 1.25

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Short-term Debt [Line Items]
Convertible Debt	$ 55,000		$ 55,000
Proceeds from Convertible Debt			$ 3,550,000	$ 39,000
Debt Instrument, Interest Rate, Stated Percentage	10.00%		10.00%
Debt Instrument, Convertible, Conversion Price	$ 1		$ 1
Debt Instrument, Convertible, Conversion Price, Decrease			$ 1.25
Debt Instrument, Debt Default, Description of Violation or Event of Default			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.
Fair value of common stock estimated life			3 years
Date of issuance volatility percentage			359.00%
Fair value of common stock risk free interest rate			0.43%
[custom:RelativeFairValueOfWarrantsIssuedWithConvertiblePromissoryNotes]			$ 1,690,000
Debt Instrument, Convertible, Beneficial Conversion Feature			0
Interest expense	$ 17,000	$ 13,000	48,000	27,000
Minimum [Member]
Short-term Debt [Line Items]
Amortization	165,000	$ 1,000
Maximum [Member]
Short-term Debt [Line Items]
Amortization			170,000	$ 185,000
Warrant [Member]
Short-term Debt [Line Items]
[custom:IndebtednessForBorrowedMoneyMaximumLimit-0]	$ 100,000		$ 100,000
Stock price	1,567,500		1,567,500
Fair value of common stock			$ 3,004,000
Fair value of common stock estimated life			3 years
Warrant [Member] | Minimum [Member]
Short-term Debt [Line Items]
Issuance of warrant price per share	$ 1.50		$ 1.50
Date of issuance volatility percentage			404.91%
Fair value of common stock risk free interest rate			0.27%
Stock price	$ 0.10		$ 0.10
Warrant [Member] | Maximum [Member]
Short-term Debt [Line Items]
Stock price	1.95		1.95
Issuance of warrant price per share	$ 1.87		$ 1.87
Date of issuance volatility percentage			405.93%
Fair value of common stock risk free interest rate			0.42%
Notes Payable, Other Payables [Member]
Short-term Debt [Line Items]
Notes Payable	$ 3,850,000		$ 3,850,000
Debt Instrument, Unamortized Discount	$ 355,000		$ 355,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Aug. 31, 2021	Jul. 01, 2021	Apr. 22, 2021	Apr. 22, 2021	Apr. 05, 2021	Feb. 19, 2021	Jan. 11, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Aug. 10, 2021	Jul. 12, 2021
Short-term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage								10.00%		10.00%
Interest Expense, Debt								$ 17,000	$ 13,000	$ 48,000	$ 27,000
Promissory Note [Member]
Short-term Debt [Line Items]
Debt Instrument, Face Amount					$ 8,550	$ 25,000	$ 15,000	15,000		15,000		$ 7,000	$ 5,000
Debt Instrument, Interest Rate, Stated Percentage						10.00%	8.00%
Debt Instrument, Maturity Date					Jul. 5, 2021	Feb. 19, 2022	Mar. 11, 2022
Debt Instrument, Interest Rate, Increase (Decrease)					8.00%	15.00%	10.00%
Notes Payable								25,000		25,000
Interest Expense, Debt								4,000		8,000
Promissory Note [Member] | Borrower [Member]
Short-term Debt [Line Items]
Debt Instrument, Periodic Payment							$ 100,000
Promissory Note One [Member]
Short-term Debt [Line Items]
Debt Instrument, Face Amount			$ 50,000	$ 50,000
Debt Instrument, Interest Rate, Stated Percentage			10.00%	10.00%
Debt Instrument, Maturity Date			Apr. 22, 2022
Debt Instrument, Interest Rate, Increase (Decrease)				15.00%
Notes Payable								50,000		50,000
Promissory Note Two [Member]
Short-term Debt [Line Items]
Debt Instrument, Face Amount		$ 25,000						25,000		25,000
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Maturity Date		Jul. 1, 2022
Debt Instrument, Interest Rate, Increase (Decrease)		15.00%
Four Promissory Note [Member]
Short-term Debt [Line Items]
Debt Instrument, Face Amount	$ 13,500							$ 13,500		$ 13,500
Debt Instrument, Maturity Date	Nov. 30, 2021
Debt Instrument, Interest Rate, Increase (Decrease)	8.00%

SCHEDULE OF RESTRICTED STOCK AW

SCHEDULE OF RESTRICTED STOCK AWARDS (Details) - Restricted Stock [Member]	Sep. 30, 2021USD ($)shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value, shares | shares	11,500,000
Deferred compensation grant date fair value | $	$ 22,195,000
Accretion, shares | shares
Deferred compensation accretion | $	$ (1,550,000)
Shares, balance | shares	11,500,000
Deferred compensation | $	$ 20,645,000

STOCKHOLDERS' EQUITY (DEFICIT_2

STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) - USD ($)	Sep. 15, 2021	May 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Mar. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:RemainingLiabilityPaidForCash-0]						$ 30,000
Common stock, shares authorized						100,000,000	100,000,000
Common stock, par or \sStated value per share						$ 0.001	$ 0.001
Share-based compensation arrangement by share-based payment award, options						$ 561,000
Proceeds from Stock Options Exercised		$ 2,000
[custom:RestrictedCommonStockSharesGranted]						10,000,000
[custom:RestrictedCommonStockSharesGrantedExistingConsultant]						$ 1,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						100.00%
Shares Issued, Price Per Share						$ 1.93
Grant date aggregate fair value						$ 22,195,000
Issuance of warrants to purchase common stock	$ 100,000
Date of issuance volatility percentage						359.00%
Fair value of common stock						$ 1.95
Fair value of common stock estimated life						3 years
Fair value of common stock risk free interest rate						0.43%
Fair value of common stock dividend rate						$ 0
Professionalfees [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-based Payment Arrangement, Expense						195,000
Share-based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		385,000
Share-based Payment Arrangement, Tranche Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		750,000
Share-based Payment Arrangement, Tranche Three [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		300,000
Chief Executive Officer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt Instrument, Decrease, Forgiveness					$ 68,000
Chief Financial Officer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to Related Parties					30,000			$ 128,000
[custom:ReductionAmount]					$ 98,000
Stock Issued During Period, Shares, New Issues					75,000
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)	Oct. 31, 2021shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	2,500,000