Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 7,249,894 | ||
Entity Common Stock, Shares Outstanding | 25,995,621 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 587 | ||
Auditor Name | RBSM LLP | ||
Auditor Location | Larkspur, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 3,047,000 | |
Prepaid expenses | 7,000 | 2,000 |
Total current assets | 3,054,000 | 2,000 |
Other assets | 38,000 | |
Total assets | 3,092,000 | 2,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 434,000 | 611,000 |
Notes payable, net | 111,000 | 11,000 |
Convertible promissory notes, net | 3,087,000 | 703,000 |
Total liabilities | 3,632,000 | 1,325,000 |
Commitments and contingencies (Note 6) | ||
Stockholders’ deficit | ||
Preferred stock, par value $0.001, 100,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, par value $0.001, 100,000,000 shares authorized; 25,995,621 and 16,634,951 shares issued and outstanding | 26,000 | 17,000 |
Additional paid-in capital | 16,269,000 | 8,744,000 |
Other comprehensive loss | (2,000) | |
Stock subscription receivable | (2,000) | (2,000) |
Accumulated deficit | (16,831,000) | (10,082,000) |
Total stockholders’ deficit | (540,000) | (1,323,000) |
Total liabilities and stockholders’ deficit | 3,092,000 | 2,000 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock, par value $0.001, 100,000,000 shares authorized; no shares issued and outstanding |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 issued | 25,995,621 | 16,634,951 |
Common stock, shares outstanding | 25,995,621 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations And Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Professional fees | 6,095,000 | 340,000 |
General and administrative expenses | 57,000 | 51,000 |
Total operating expenses | 6,152,000 | 391,000 |
Loss from operations | (6,152,000) | (391,000) |
Other expenses | ||
Financing costs | (597,000) | (227,000) |
Loss on extinguishment of series A convertible preferred stock | (138,000) | |
Total other expenses | (597,000) | (365,000) |
Loss before provision for income taxes | (6,749,000) | (756,000) |
Provision for income taxes | ||
Net loss | $ (6,749,000) | $ (756,000) |
Net loss per share, basic and diluted | $ (0.35) | $ (0.05) |
Weighted average common shares outstanding – basic and diluted | 19,482,261 | 16,634,951 |
Comprehensive loss: | ||
Change in foreign currency translation | $ (2,000) | |
Comprehensive loss | $ (6,751,000) | $ (756,000) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member]Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscription Receivable [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 17,000 | $ 8,750,000 | $ (2,000) | $ (9,326,000) | $ (561,000) | ||
Balance, shares at Dec. 31, 2019 | 85,975 | 16,634,951 | |||||
Conversion of series A preferred stock to convertible promissory notes | (119,000) | (119,000) | |||||
Conversion of series A 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 | |||||
Relative fair value of warrants issued with convertible promissory note | 3,000 | 3,000 | |||||
Net loss | (756,000) | $ (756,000) | |||||
Stock issued on exercise of options, shares | |||||||
Foreign currency translation loss | |||||||
Ending balance, value at Dec. 31, 2020 | $ 17,000 | 8,744,000 | (2,000) | (10,082,000) | (1,323,000) | ||
Balance, shares at Dec. 31, 2020 | 16,634,951 | ||||||
Relative fair value of warrants issued with convertible promissory note | 1,690,000 | 1,690,000 | |||||
Net loss | (6,749,000) | (6,749,000) | |||||
Stock options issued for services | 575,000 | 575,000 | |||||
Stock issued for debt forgiveness | 166,000 | 166,000 | |||||
Stocks issued for debt forgiveness, shares | 75,000 | ||||||
Stock issued for accrued compensation | 38,000 | 38,000 | |||||
Stocks returned | $ (4,000) | 4,000 | |||||
Stocks returned, shares | (3,674,330) | ||||||
Stock issued on exercise of options | $ 2,000 | $ 2,000 | |||||
Stock issued on exercise of options, shares | 1,435,000 | 1,435,000 | |||||
Stock-based compensation | 272,000 | $ 272,000 | |||||
Stock-based compensation, shares | 25,000 | ||||||
Restricted common stock awards issued for compensation | $ 11,000 | 4,780,000 | 4,791,000 | ||||
Restricted common stock awards issued for compensation, shares | 11,500,000 | ||||||
Foreign currency translation loss | (2,000) | (2,000) | |||||
Ending balance, value at Dec. 31, 2021 | $ 26,000 | $ 16,269,000 | $ (2,000) | $ (2,000) | $ (16,831,000) | $ (540,000) | |
Balance, shares at Dec. 31, 2021 | 25,995,621 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (6,749,000) | $ (756,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of convertible promissory note discounts | 524,000 | 188,000 |
Loss on extinguishment of convertible preferred stock | 86,000 | |
Fair value of warrants issued for extinguishment of convertible preferred stock | 52,000 | |
Fair value of equity-based compensation | 846,000 | |
Accretion of compensation cost for restricted stock awards | 4,791,000 | |
Changes in operating asset and liabilities | ||
Prepaid expenses | (5,000) | |
Accounts payable and accrued expenses | 28,000 | 248,000 |
Net cash used in operating activities | (565,000) | (182,000) |
Cash flows from investing activity | ||
Payment for other assets | (38,000) | |
Net cash used in investing activity | (38,000) | |
Cash flows from financing activities | ||
Proceeds from the issuance of convertible promissory notes | 3,550,000 | 49,000 |
Proceeds from the issuance of notes payable | 150,000 | 10,000 |
Repayment of notes payable | (50,000) | |
Proceeds from the exercise of options | 2,000 | |
Net cash provided by financing activities | 3,652,000 | 59,000 |
Effect of exchange rate changes on cash and cash equivalents | (2,000) | |
Net increase (decrease) in cash | 3,047,000 | (123,000) |
Cash at beginning of reporting period | 123,000 | |
Cash at end of reporting period | 3,047,000 | |
Supplemental disclosure of cash flows information | ||
Interest paid | ||
Income tax paid | ||
Supplemental disclosure of non-cash financing activities: | ||
Conversion of series A preferred stock to convertible promissory notes | 119,000 | |
Fair value of warrants issued with the conversion of series A convertible preferred stock | 52,000 | |
Debt premium on issuance of convertible promissory notes for conversion of series A convertible preferred stock | 58,000 | |
Relative fair value of warrants issued with convertible promissory note | 1,690,000 | 3,000 |
Common stock issued for accrued compensation | 38,000 | |
Common stock issued for debt forgiveness | 166,000 | |
Original issue discount recorded on convertible promissory notes | $ 355,000 |
Organization and Accounting Pol
Organization and Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Accounting Policies | Note 1 - Organization and Accounting Policies CalEthos, Inc. (the “Company” or “we”) was incorporated on March 20, 2002 under the laws of the State of Nevada. Since the second quarter of 2016, the Company has been a “shell” company, as defined in Rule 12b-2 under the Exchange Act. On December 20, 2018, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to change the Company name from “RealSource Residential, Inc.” to “CalEthos, Inc.”. This amendment became effective immediately upon filing on December 20, 2018. As of December 31, 2021, the primary activity of the Company’s management is to develop and implement a plan to manufacture high-performance computer systems that are scalable, upgradeable and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions, and if other opportunities warrant, acquire assets and all or part of other companies operating in the cryptocurrency mining hardware industry and or invest or joint venture with other more established companies already in the industry. The Company will not restrict its search to any specific business segment of the cryptocurrency mining hardware industry or geographical location and the Company may participate in a business venture of virtually any kind or nature that is beneficial to the Company and its shareholders. Amendments to Certificate of Incorporation 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. Incorporation of Korean entity On November 5, 2021, AIQ System Inc. (“AIQ”) was incorporated in Seoul, Republic of Korea. AIQ is authorized to issue 3 10,000 100,000,000 89,000 100 AIQ is in the business of (1) developing and manufacturing computer chips and system, (2) importing and exporting semiconductors and electronic products, (3) wholesale and retail business of semiconductors and electronic products, and (4) any and all business activities incidental to the foregoing activities. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary from the formation date. All material intercompany transactions and balances have been eliminated in consolidation. Going Concern and Liquidity The Company incurred a net loss of approximately $ 6,749,000 for the year ended December 31, 2021 and had an accumulated deficit of approximately $ 16,831,000 as of December 31, 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 consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of and for the year ended December 31, 2021, the Company had no assets or liabilities that require fair value measurement. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates its fair value. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the federally insured limit of $ 250,000 2,797,000 0 Prepaid Expense Prepaid expenses are assets held by the Company, which are expected to be realized and consumed within twelve months after the reporting period. Other Assets Other assets consist of long-term advances paid for chip and processor design and development. Related Parties The Company follows Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) section 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC section 850-10-20 the related parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option of ASC section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows ASC section 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Debt Discounts The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options Warrant Liability In connection with financing arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes Merton (“BSM”) option pricing model as of the measurement date. Stock-Based Compensation We account for our stock-based compensation under ASC 718, “ Compensation – Stock Compensation We use the fair value method for equity instruments granted to non-employees and use the BSM model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant (measurement date) and is recognized over the vesting periods. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. If necessary, the measurement of deferred tax assets is reduced by the amount of any tax benefits that are not expected to be realized based on available evidence. The Company has adopted guidance related to the accounting for uncertainty in income taxes which prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return. The guidance prescribes a two-step approach which involves evaluating whether a tax position will be more likely than not (greater than 50 percent likelihood) sustained upon examination based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon settlement. The Company’s policy is to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Company is not currently under examination by any taxing authority nor has the Company been notified of a pending examination. The statute of limitations for which the Company is generally no longer subject to federal or state income tax examinations by tax authorities is for years before 2013. Earnings Per Share We use ASC 260, “ Earnings Per Share Securities that could potentially dilute income (loss) per share in the future were not included in the computation of diluted income (loss) per share on December 31 because their inclusion would be anti-dilutive as follows: Schedule of Income and Loss Per Share Anti-dilutive 2021 2020 Restricted stock awards 11,500,000 - Convertible promissory notes and accrued interest 3,947,394 747,032 Series A warrants issued with convertible promissory notes 1,921,304 353,804 Series B warrants to be issued upon exercise of Series A warrants 1,921,304 353,804 Warrants issued for services 100,000 - Stock options - 385,000 Total potential future shares 19,390,002 1,839,640 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 consolidated financial condition or the results of its operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 2 – Related Party Transactions The Company incurred approximately $ 199,000 180,000 202,000 112,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 3 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, are as follows: Schedule of Accounts Payable and Accrued Expenses 2021 2020 Accounts payable $ 221,000 $ 316,000 Accrued expenses 99,000 255,000 Accrued interest 114,000 40,000 Accounts payable and accrued expenses $ 434,000 $ 611,000 Accrued Interest The following table presents the details of accrued interest of December 31: Schedule of Accrued Interest 2021 2020 Notes payable $ 9,000 $ 1,000 Convertible promissory notes 105,000 39,000 Balance, end of the year $ 114,000 $ 40,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
Notes Payable | Note 4 – Notes Payable The table below summarizes the transactions for the years ended December 31: Schedule of Notes Payable 2021 2020 Balance, beginning of the year $ 11,000 $ - Additions 150,000 11,000 Payments (50,000 ) - Balance, end of the year $ 111,000 $ 11,000 On January 11, 2021, the Company issued a promissory note in the principal amount of $ 15,000 8 March 11, 2022 10 100,000 15,000 1,000 On February 19, 2021, the Company issued a promissory note in the principal amount of $ 25,000 10 February 19, 2022 15 25,000 2,000 On April 5, 2021, the Company issued a promissory note in the principal amount of $ 9,000 8 8 On April 22, 2021, the Company issued a promissory note in the principal amount of $ 50,000 10 April 22, 2022 15 50,000 2,000 On July 1, 2021, the Company issued a promissory note in the principal amount of $ 25,000 10 July 1,2022 15 25,000 1,000 On July 12, 2021, the Company issued a promissory note in the principal amount of $ 5,000 8 October 12, 2021 On August 10, 2021, the Company issued a promissory note in the principal amount of $ 7,000 8 November 10, 2021 In August 2021, the Company issued four promissory notes to a single lender in the aggregate principal amount of $ 14,000 8 November 2021 8 13,500 14,000 During the year ended December 31, 2020, the Company issued a promissory note for $ 11,000 10,000 1,000 August 2020 10 11,000 2,000 11,000 nil Interest expense on notes payable amounted to $ 8,000 and $ 1,000 as of December 31, 2021 and 2020, respectively. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | Note 5 – Convertible Promissory Notes During the year ended December 31, 2021, the Company issued two convertible promissory notes amounting to $ 55,000 3,850,000 3,550,000 355,000 March 1, 2022 August 31, 2022 10 1.00 1.25 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, the Company has allocated the cash proceeds amounts of the Notes among the Notes, the Warrants and the conversion feature. The relative fair value of the Warrants issued amounted to approximately $ 1,690,000 0 During the year ended December 31, 2020, the Company issued convertible promissory notes in the amount of $ 213,000 (the “Notes”). The total cash proceeds were approximately $ 60,000 , approximately $ 147,000 from the conversion of Series A Preferred Stock into convertible promissory note and approximately $ 6,000 original issue discount (“OID”). The Notes are non-interest bearing with the principal due and payable starting in February 2021 . Any amount of unpaid principal on the date of maturity will accrue interest at rate of 10 % per annum (default interest). The principal amount and all accrued interest are convertible into shares of the Company’s common stock, as of the date of issuance, at a rate of $ 1.00 per share (“Conversion Rate”). The conversion rate is adjustable if, at any time when any principal amount of the Notes remains unpaid or unconverted, the Company issues or sells any shares of the Company’s common stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), which is less than the Conversion Rate in effect on the date of such issuance (or deemed issuance) of such shares of common stock (a “Dilutive Issuance”). Immediately upon a Dilutive Issuance, the Conversion Rate will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance. Events of default include failure to issue conversion shares, the occurrence of a breach or default under any other agreement, any money judgment, writ or similar process entered or filed against the Company or any its property or other assets for more than $ 100,000 , bankruptcy filing, application for the appointment of a custodian, trustee or receiver, insolvency, the Company’s common stock delisted, or dissolution, winding up, or termination of the business of the Company . In connection with the issuance of the Notes, the Company issued to the purchasers of the Notes stock purchase warrants to purchase an aggregate of 359,000 shares of the Company’s common stock for a purchase price of $ 1.50 per share, subject to adjustments. In accordance with ASC 470 - Debt 86,000 52,000 58,000 3,000 0 Financing cost recognized for the amortization of debt discount was approximately $ 524,000 and $ 187,000 for the years ended December 31, 2021 and 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 815-15 Derivatives and Hedging The convertible promissory notes consisted of the following as of December 31: Schedule of Convertible Promissory Notes 2021 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 10,000 Amortization (524,000 ) (188,000 ) Balance, end of year 1,526,000 5,000 Net carrying amount $ 3,087,000 $ 703,000 Effective interest rate used to amortize the debt discount for the years ended December 31, 2021 and 2020 ranges from 4.76 % to 64.60 %. The unamortized debt discounts will be amortized within one year as of December 31, 2021 and 2020, respectively. Potential future shares to be issued on conversion of the notes as December 31, 2021 and 2020 are as follows: Schedule of Potential Future Shares Issuance of Conversion Notes 2021 2020 Principal $ 4,613,000 $ 708,000 Interest 105,000 39,000 Total 4,718,000 747,000 Conversion price per share 1.00 1.25 1.00 Potential future share 3,947,394 747,032 Interest expense on default convertible promissory notes amounted to $ 65,000 39,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Technology Development Agreement On December 23, 2021, AIQ entered into a Technology Development Agreement (the “Agreement”) with PICOCEL, Co., Ltd. (the “Contractor” or “PICOCEL”) to develop a FPGA based Bitcoin mining simulation system. The Agreement is expected to be completed within 6 weeks for a total contract price of 198,000,000 Korean Won (“KRW”) or approximately $ 167,000 . As of December 31, 2021, AIQ have made payments amounting to approximately $ 42,000 . The remaining payments as of December 31, 2021 are scheduled, as follows: Schedule of Remaining Payments Amount USD KRW Within 14 days after signing the contract 42,000 49,500,000 Within 14 days after delivery of the first set of PM103 FPGA prototype board 83,000 99,000,000 Total 125,000 148,500,000 Litigation From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably, except as follows. On January 3, 2022, a complaint was filed against our company in the Superior Court of California, County of Los Angeles titled Michael Sekula v. CalEthos Inc, Michael Campbell and Does 1-25 In the complaint, the plaintiff claims he worked under a consulting agreement as Vice President of Brand Management of our company and was to be paid $4,000 per month and to receive an option to purchase 50,000 shares of our common stock that was to vest quarterly over the term of the agreement. In the complaint, the plaintiff alleges that, on or around March 27, 2020, we ceased paying the plaintiff despite the plaintiff’s continuing efforts on behalf of our company and that we agreed to continue to accrue his monthly retainer amount until such time that we received at least $100,000 in funding. Plaintiff further alleges that he continued to work for our company for 38 additional weeks in reliance on our promise of payment. The plaintiff claims that our refusal to make the promised payments amounts to violations of the California labor laws and seeks damages in excess of $450,000. We intend to dispute these claims and to defend this litigation vigorously. However, due to the inherent uncertainties of litigation, the ultimate outcome of this litigations is uncertain. An unfavorable outcome in this litigation could materially and adversely affect our business, financial condition and results of operations. Business Interruption The continuing COVID-19 global pandemic has caused significant disruption to the economy and financial markets globally, and the full extent of the potential impacts of COVID-19 are not yet known. Circumstances caused by the COVID-19 pandemic are complex, uncertain and rapidly evolving. The impact of COVID-19 has not been significant to the Company’s results of operations, financial condition, and liquidity and capital resources. Although no material impairment or other effects have been identified to date, there is substantial uncertainty in the nature and degree of its continued effects over time. That uncertainty affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions as additional events and information become known. The Company will continue to consider the potential impact of the COVID-19 pandemic on its business operations. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 7 – Stockholders’ Deficit Shares Authorized The Company is authorized to issue 200,000,000 100,000,000 0.001 100,000,000 0.001 Preferred Stock Series A Convertible Preferred Stock The Series A Convertible Preferred Stock (“Series A”) is convertible into shares of the Company’s common stock at the rate of $ 1.38 1.38 1.00 36,000 The Series A is mandatorily convertible upon (i) the closing of the sale of shares of the Company’s common stock to the public in an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $ 10,000,000 of gross proceeds to the Company, (ii) the close of business on the sixtieth consecutive day on which the closing price of the Company’s common stock on the OTC Markets is at least $2.80 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination or other similar recapitalization with respect to the common stock, or (iii) the affirmative vote of the holders of at least 66⅔% of the outstanding shares of Series A, given at a meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders all outstanding shares of Series A shall automatically be converted into shares of the Company’s common stock, at the then effective conversion rate . On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Articles of Incorporation, holders of Series A shall vote together with the holders of common stock as a single class. From and after the date of the issuance of any shares of Series A, a cumulative dividend on each outstanding share of Series A Preferred Stock shall accrue at a rate per annum equal to ten percent of the Series A original issue price. Accrued dividends on the Series A shall be paid in shares of the Company’s common stock, such shares to be valued for such purpose at the applicable series A conversion price. On February 11, 2020, the Company converted 85,975 147,000 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 March 2021, the Company’s Chief Executive Officer (“CEO’) agreed to forgive approximately $ 68,000 In March 2021, the Company’s Chief Financial Officer agreed to reduce the amounts due to him from approximately $ 128,000 30,000 98,000 75,000 30,000 In September 2021, the Company entered into a release agreement with one of its consultants. As part of the separation payment, the Company issued 25,000 shares valued at $ 76,000 and paid $20,000 cash in October 2021. 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 2) An entity, which is owned by the Company’s CEO and majority shareholder, was granted 1,500,000 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 % of the shares shall be considered vested. 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 December 31, 2021, a total of 11,500,000 shares were issued to the consultants. 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 as of December 31, 2021: Schedule of Company Restricted Stock Awards Shares Deferred compensation Grant date fair value 11,500,000 $ 22,195,000 Accretion - (4,791,000 ) Balance as of December 31, 2021 11,500,000 $ 17,404,000 Issuance of Stock Options and Warrants 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 38,000 14,000 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 The table below summarizes the Company’s stock option activities for the years ended December 31, 2021 and 2020 (all share and per share data reflects the reverse stock split): Schedule of Stock Option Activities Number of Stock Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Relative Fair Value Aggregate Intrinsic Value Balance, January 1, 2020 569,800 $ – $ 4.05 $ – $ 423,000 Granted – – – – – Forfeited – – – – – Exercised – – – – – Expired (184,800 ) 12.50 12.50 – – Balance, December 31, 2020 385,000 – 0.001 – 7,315 Granted 1,050,000 0.001 0.001 1.94 – Forfeited – – – – – Exercised (1,435,000 ) 0.001 0.001 – – Expired – – – – – Balance, December 31, 2021 – $ – $ – $ – $ – Vested and exercisable, December 31, 2021 – $ – $ – $ – $ – Unvested, December 31, 2021 – $ – $ – $ – $ – On September 15, 2021, the Company issued warrants to purchase 100,000 195,000 359 1.95 3 0.43 0 The table below summarizes the Company’s warrant activities for the years ended December 31, 2021 and 2020 (all share and per share data reflects the reverse stock split): Schedule of Warrants Activity Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Weighted Average Grant Date Fair Value/Share Aggregate Intrinsic Value Balance, January 1, 2020 253,000 $ 1.50 2.81 $ 0.30 $ – Granted 100,804 1.50 3.05 0.33 – Forfeited – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2020 353,804 1.50 2.88 0.18 – Vested and exercisable, December 31, 2020 353,804 1.50 2.88 0.18 – Unvested, December 31, 2020 – – – – – Balance, December 31, 2020 353,804 1.50 2.88 0.18 – Granted 1,667,500 1.86 3.00 1.67 0.11 Forfeited – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2021 2,021,304 1.80 2.98 1.14 0.17 Vested and exercisable, December 31, 2021 2,021,304 1.80 2.98 1.14 0.17 Unvested, December 31, 2021 – $ – – $ – $ – The following table sets forth the weighted-average assumptions used to estimate the fair value of warrants granted for the year ended December 31: Schedule of Fair Value of Warrants 2021 2020 Expected life (in years) 3 2.33 3.25 Risk-free interest rate 0.27 0.42 % 0.18 % - 2.49 % Expected volatility 405 406 % 378 % - 424 % Dividend yield 0.00 % 0.00 % Stock price $ 0.10 1.95 $ 0.11 – 1.60 |
Deferred Tax Assets and Income
Deferred Tax Assets and Income Tax Provision | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets and Income Tax Provision | Note 8 – Deferred Tax Assets and Income Tax Provision Deferred Tax Assets At December 31, 2021, the Company had net operating loss (“NOL”) carry forwards for Federal income tax purposes of $ 3,354,000 2,490,000 Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased by approximately $ 2,191,000 93,000 for the reporting periods ended December 31, 2021 and 2020, respectively. Components of deferred tax assets are as follows as of December 31: Schedule of Components of Deferred Tax Assets 2021 2020 Net deferred tax assets – Non-current: Stock-based compensation $ 1,488,000 $ - Expected income tax benefit from NOL carry-forwards $ 1, 002,000 $ 299,000 Less valuation allowance (2,490,000 ) (299,000 ) Deferred tax assets, net of valuation allowance $ - $ - Income Tax Provision in the Statements of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows for the years ended December 31: Schedule of Reconciliation of Income Tax 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % Change in valuation allowance on net operating loss carry-forwards (21.0 ) (21.0 ) Effective income tax rate 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined the following reportable events: Technology Development Agreement In relation to the Technology Development Agreement entered on December 23, 2021, AIQ has made payments to PICOCEL amounting to approximately $ 42,000 Notes Payable Subsequent to December 31, 2021, the Company had made payments to its notes payable holders amounting to $ 25,000 As of March 1, 2022, the Company did not pay the outstanding balance of $ 55,000 10.0 |
Organization and Accounting P_2
Organization and Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Amendments to Certificate of Incorporation | Amendments to Certificate of Incorporation 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. |
Incorporation of Korean entity | Incorporation of Korean entity On November 5, 2021, AIQ System Inc. (“AIQ”) was incorporated in Seoul, Republic of Korea. AIQ is authorized to issue 3 10,000 100,000,000 89,000 100 AIQ is in the business of (1) developing and manufacturing computer chips and system, (2) importing and exporting semiconductors and electronic products, (3) wholesale and retail business of semiconductors and electronic products, and (4) any and all business activities incidental to the foregoing activities. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary from the formation date. All material intercompany transactions and balances have been eliminated in consolidation. |
Going Concern and Liquidity | Going Concern and Liquidity The Company incurred a net loss of approximately $ 6,749,000 for the year ended December 31, 2021 and had an accumulated deficit of approximately $ 16,831,000 as of December 31, 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 consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. |
Foreign Currency Translation | Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of and for the year ended December 31, 2021, the Company had no assets or liabilities that require fair value measurement. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates its fair value. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the federally insured limit of $ 250,000 2,797,000 0 |
Prepaid Expense | Prepaid Expense Prepaid expenses are assets held by the Company, which are expected to be realized and consumed within twelve months after the reporting period. |
Other Assets | Other Assets Other assets consist of long-term advances paid for chip and processor design and development. |
Related Parties | Related Parties The Company follows Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) section 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC section 850-10-20 the related parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option of ASC section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC section 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Debt Discounts | Debt Discounts The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options |
Warrant Liability | Warrant Liability In connection with financing arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes Merton (“BSM”) option pricing model as of the measurement date. |
Stock-Based Compensation | Stock-Based Compensation We account for our stock-based compensation under ASC 718, “ Compensation – Stock Compensation We use the fair value method for equity instruments granted to non-employees and use the BSM model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant (measurement date) and is recognized over the vesting periods. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. If necessary, the measurement of deferred tax assets is reduced by the amount of any tax benefits that are not expected to be realized based on available evidence. The Company has adopted guidance related to the accounting for uncertainty in income taxes which prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return. The guidance prescribes a two-step approach which involves evaluating whether a tax position will be more likely than not (greater than 50 percent likelihood) sustained upon examination based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon settlement. The Company’s policy is to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Company is not currently under examination by any taxing authority nor has the Company been notified of a pending examination. The statute of limitations for which the Company is generally no longer subject to federal or state income tax examinations by tax authorities is for years before 2013. |
Earnings Per Share | Earnings Per Share We use ASC 260, “ Earnings Per Share Securities that could potentially dilute income (loss) per share in the future were not included in the computation of diluted income (loss) per share on December 31 because their inclusion would be anti-dilutive as follows: Schedule of Income and Loss Per Share Anti-dilutive 2021 2020 Restricted stock awards 11,500,000 - Convertible promissory notes and accrued interest 3,947,394 747,032 Series A warrants issued with convertible promissory notes 1,921,304 353,804 Series B warrants to be issued upon exercise of Series A warrants 1,921,304 353,804 Warrants issued for services 100,000 - Stock options - 385,000 Total potential future shares 19,390,002 1,839,640 |
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 consolidated financial condition or the results of its operations. |
Organization and Accounting P_3
Organization and Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Income and Loss Per Share Anti-dilutive | Securities that could potentially dilute income (loss) per share in the future were not included in the computation of diluted income (loss) per share on December 31 because their inclusion would be anti-dilutive as follows: Schedule of Income and Loss Per Share Anti-dilutive 2021 2020 Restricted stock awards 11,500,000 - Convertible promissory notes and accrued interest 3,947,394 747,032 Series A warrants issued with convertible promissory notes 1,921,304 353,804 Series B warrants to be issued upon exercise of Series A warrants 1,921,304 353,804 Warrants issued for services 100,000 - Stock options - 385,000 Total potential future shares 19,390,002 1,839,640 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, are as follows: Schedule of Accounts Payable and Accrued Expenses 2021 2020 Accounts payable $ 221,000 $ 316,000 Accrued expenses 99,000 255,000 Accrued interest 114,000 40,000 Accounts payable and accrued expenses $ 434,000 $ 611,000 |
Schedule of Accrued Interest | The following table presents the details of accrued interest of December 31: Schedule of Accrued Interest 2021 2020 Notes payable $ 9,000 $ 1,000 Convertible promissory notes 105,000 39,000 Balance, end of the year $ 114,000 $ 40,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
Schedule of Notes Payable | The table below summarizes the transactions for the years ended December 31: Schedule of Notes Payable 2021 2020 Balance, beginning of the year $ 11,000 $ - Additions 150,000 11,000 Payments (50,000 ) - Balance, end of the year $ 111,000 $ 11,000 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes | The convertible promissory notes consisted of the following as of December 31: Schedule of Convertible Promissory Notes 2021 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 10,000 Amortization (524,000 ) (188,000 ) Balance, end of year 1,526,000 5,000 Net carrying amount $ 3,087,000 $ 703,000 |
Schedule of Potential Future Shares Issuance of Conversion Notes | Potential future shares to be issued on conversion of the notes as December 31, 2021 and 2020 are as follows: Schedule of Potential Future Shares Issuance of Conversion Notes 2021 2020 Principal $ 4,613,000 $ 708,000 Interest 105,000 39,000 Total 4,718,000 747,000 Conversion price per share 1.00 1.25 1.00 Potential future share 3,947,394 747,032 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Remaining Payments | Schedule of Remaining Payments Amount USD KRW Within 14 days after signing the contract 42,000 49,500,000 Within 14 days after delivery of the first set of PM103 FPGA prototype board 83,000 99,000,000 Total 125,000 148,500,000 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Company Restricted Stock Awards | The table below summarizes the transactions related to the Company restricted stock awards as of December 31, 2021: Schedule of Company Restricted Stock Awards Shares Deferred compensation Grant date fair value 11,500,000 $ 22,195,000 Accretion - (4,791,000 ) Balance as of December 31, 2021 11,500,000 $ 17,404,000 |
Schedule of Stock Option Activities | The table below summarizes the Company’s stock option activities for the years ended December 31, 2021 and 2020 (all share and per share data reflects the reverse stock split): Schedule of Stock Option Activities Number of Stock Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Relative Fair Value Aggregate Intrinsic Value Balance, January 1, 2020 569,800 $ – $ 4.05 $ – $ 423,000 Granted – – – – – Forfeited – – – – – Exercised – – – – – Expired (184,800 ) 12.50 12.50 – – Balance, December 31, 2020 385,000 – 0.001 – 7,315 Granted 1,050,000 0.001 0.001 1.94 – Forfeited – – – – – Exercised (1,435,000 ) 0.001 0.001 – – Expired – – – – – Balance, December 31, 2021 – $ – $ – $ – $ – Vested and exercisable, December 31, 2021 – $ – $ – $ – $ – Unvested, December 31, 2021 – $ – $ – $ – $ – |
Schedule of Warrants Activity | The table below summarizes the Company’s warrant activities for the years ended December 31, 2021 and 2020 (all share and per share data reflects the reverse stock split): Schedule of Warrants Activity Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Weighted Average Grant Date Fair Value/Share Aggregate Intrinsic Value Balance, January 1, 2020 253,000 $ 1.50 2.81 $ 0.30 $ – Granted 100,804 1.50 3.05 0.33 – Forfeited – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2020 353,804 1.50 2.88 0.18 – Vested and exercisable, December 31, 2020 353,804 1.50 2.88 0.18 – Unvested, December 31, 2020 – – – – – Balance, December 31, 2020 353,804 1.50 2.88 0.18 – Granted 1,667,500 1.86 3.00 1.67 0.11 Forfeited – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2021 2,021,304 1.80 2.98 1.14 0.17 Vested and exercisable, December 31, 2021 2,021,304 1.80 2.98 1.14 0.17 Unvested, December 31, 2021 – $ – – $ – $ – |
Schedule of Fair Value of Warrants | The following table sets forth the weighted-average assumptions used to estimate the fair value of warrants granted for the year ended December 31: Schedule of Fair Value of Warrants 2021 2020 Expected life (in years) 3 2.33 3.25 Risk-free interest rate 0.27 0.42 % 0.18 % - 2.49 % Expected volatility 405 406 % 378 % - 424 % Dividend yield 0.00 % 0.00 % Stock price $ 0.10 1.95 $ 0.11 – 1.60 |
Deferred Tax Assets and Incom_2
Deferred Tax Assets and Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets | Components of deferred tax assets are as follows as of December 31: Schedule of Components of Deferred Tax Assets 2021 2020 Net deferred tax assets – Non-current: Stock-based compensation $ 1,488,000 $ - Expected income tax benefit from NOL carry-forwards $ 1, 002,000 $ 299,000 Less valuation allowance (2,490,000 ) (299,000 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of Reconciliation of Income Tax | A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows for the years ended December 31: Schedule of Reconciliation of Income Tax 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % Change in valuation allowance on net operating loss carry-forwards (21.0 ) (21.0 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of Income and Loss Per
Schedule of Income and Loss Per Share Anti-dilutive (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential future shares | 19,390,002 | 1,839,640 |
Restricted Stock Award [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential future shares | 11,500,000 | |
Convertible Promissory Notes and Accrued Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential future shares | 3,947,394 | 747,032 |
Series A Warrants Issued with Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential future shares | 1,921,304 | 353,804 |
Series B Warrants to Be Issued Upon Exercise of Series A Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential future shares | 1,921,304 | 353,804 |
Warrants Issued For Services [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential future shares | 100,000 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential future shares | 385,000 |
Organization and Accounting P_4
Organization and Accounting Policies (Details Narrative) - USD ($) | Nov. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Common stock shares authorized | 100,000,000 | 100,000,000 | |
Issuance of common stock | 10,000 | ||
Issuance of common stock | |||
Net Income (Loss) Attributable to Parent | 6,749,000 | $ 756,000 | |
Retained Earnings (Accumulated Deficit) | 16,831,000 | 10,082,000 | |
Cash, FDIC Insured Amount | 250,000 | ||
Prepaid Insurance | $ 2,797,000 | $ 0 | |
KOREA, REPUBLIC OF | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock | 100,000,000 | ||
AIQ [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock shares authorized | 3,000,000 | ||
AIQ [Member] | KOREA, REPUBLIC OF | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock | $ 89,000 | ||
Ownership percentage | 100.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Proceeds from related party | $ 199,000 | $ 180,000 |
M1 Advisors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Miscellaneous operating expenses | $ 202,000 | $ 112,000 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 221,000 | $ 316,000 |
Accrued expenses | 99,000 | 255,000 |
Accrued interest | 114,000 | 40,000 |
Accounts payable and accrued expenses | $ 434,000 | $ 611,000 |
Schedule of Accrued Interest (D
Schedule of Accrued Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Notes payable | $ 9,000 | $ 1,000 |
Convertible promissory notes | 105,000 | 39,000 |
Balance, end of the year | $ 114,000 | $ 40,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Notes Payable | ||
Balance, beginning of the year | $ 11,000 | |
Additions | 150,000 | 11,000 |
Payments | (50,000) | |
Balance, end of the year | $ 111,000 | $ 11,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Aug. 31, 2021 | Aug. 10, 2021 | Jul. 12, 2021 | Jul. 01, 2021 | Apr. 22, 2021 | Apr. 05, 2021 | Feb. 19, 2021 | Jan. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | Oct. 27, 2021 | Sep. 30, 2021 |
Short-term Debt [Line Items] | |||||||||||||
Accrued interest | $ 114,000 | $ 40,000 | |||||||||||
Proceeds from notes payable | 150,000 | 10,000 | |||||||||||
Interest Expense, Debt | 65,000 | $ 39,000 | |||||||||||
Promissory Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument, face amount | $ 14,000 | $ 7,000 | $ 5,000 | $ 9,000 | $ 25,000 | $ 15,000 | 25,000 | $ 14,000 | $ 15,000 | $ 13,500 | |||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | |||||||
Debt instrument, maturity date | Nov. 10, 2021 | Oct. 12, 2021 | Feb. 19, 2022 | Mar. 11, 2022 | |||||||||
Increase in interest rate | 8.00% | 8.00% | 15.00% | 10.00% | |||||||||
Accrued interest | 2,000 | $ 1,000 | |||||||||||
Debt instrument, maturity date | November 2021 | August 2020 | |||||||||||
Interest Expense, Debt | 8,000 | $ 1,000 | |||||||||||
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 | 10.00% | ||||||||||||
Debt instrument, maturity date | Apr. 22, 2022 | ||||||||||||
Increase in interest rate | 15.00% | ||||||||||||
Accrued interest | 2,000 | ||||||||||||
Promissory Note Two [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument, face amount | $ 25,000 | 25,000 | |||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||
Debt instrument, maturity date | Jul. 1, 2022 | ||||||||||||
Increase in interest rate | 15.00% | ||||||||||||
Accrued interest | 1,000 | ||||||||||||
Promissory Note Three [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument, face amount | 11,000 | $ 11,000 | |||||||||||
Increase in interest rate | 10.00% | ||||||||||||
Accrued interest | $ 2,000 | ||||||||||||
Proceeds from notes payable | 10,000 | ||||||||||||
Debt instrument, issue discount | $ 1,000 |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Notes (Details) - Convertible Notes Payable [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 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 | 10,000 |
Amortization | (524,000) | (188,000) |
Balance, end of year | 1,526,000 | 5,000 |
Net carrying amount | $ 3,087,000 | $ 703,000 |
Schedule of Potential Future Sh
Schedule of Potential Future Shares Issuance of Conversion Notes (Details) - Convertible Notes Payable [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Principal | $ 4,613,000 | $ 708,000 |
Interest | 105,000 | 39,000 |
Total | $ 4,718,000 | $ 747,000 |
Conversion price per share | $ 1 | |
Potential future share | 3,947,394 | 747,032 |
Minimum [Member] | ||
Short-term Debt [Line Items] | ||
Conversion price per share | $ 1 | |
Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Conversion price per share | $ 1.25 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | Sep. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||||
Proceed from convertible debt | $ 3,550,000 | $ 49,000 | |||
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 | Immediately upon a Dilutive Issuance, the Conversion Rate will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance. Events of default include failure to issue conversion shares, the occurrence of a breach or default under any other agreement, any money judgment, writ or similar process entered or filed against the Company or any its property or other assets for more than $ | |||
Indebtedness for borrowed money maximum limit | $ 100,000 | $ 100,000 | |||
Issuance of warrants to purchase of common stock | 100,000 | ||||
Issuance of warrant price per share | $ 0.001 | ||||
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 | 43.00% | ||||
Share price | $ 1.95 | ||||
Relative fair value of warrants issued with convertible promissory notes | 1,690,000 | 3,000 | |||
Debt instrument, convertible, beneficial conversion feature | 0 | 0 | |||
Loss on extinguishment of convertible preferred stock | 86,000 | ||||
Fair value of warrants issued with conversion of convertible preferred stock | 52,000 | ||||
Fair value and face value of notes | 58,000 | ||||
Amortization of Debt Issuance Costs and Discounts | 524,000 | 187,000 | |||
Interest Expense, Debt | $ 65,000 | $ 39,000 | |||
Warrant [Member] | |||||
Short-term Debt [Line Items] | |||||
Issuance of warrants to purchase of common stock | 1,567,500 | 359,000 | |||
Issuance of warrant price per share | $ 1.50 | ||||
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 | ||||
Date of issuance volatility percentage | 404.91% | ||||
Fair value of common stock risk free interest rate | 0.27% | ||||
Share price | $ 0.10 | ||||
Warrant [Member] | Maximum [Member] | |||||
Short-term Debt [Line Items] | |||||
Issuance of warrant price per share | $ 1.87 | ||||
Date of issuance volatility percentage | 405.93% | ||||
Fair value of common stock risk free interest rate | 0.42% | ||||
Share price | $ 1.95 | ||||
Convertible Promissory Note One [Member] | |||||
Short-term Debt [Line Items] | |||||
Convertible promissory note | $ 55,000 | ||||
Proceed from convertible debt | 3,550,000 | ||||
Original issue discount | $ 355,000 | ||||
Debt instrument, maturity date | Mar. 1, 2022 | ||||
Increase in interest rate | 10.00% | ||||
Debt instruments, conversion price | $ 1 | ||||
Convertible Promissory Note Two [Member] | |||||
Short-term Debt [Line Items] | |||||
Convertible promissory note | $ 3,850,000 | ||||
Proceed from convertible debt | 3,550,000 | ||||
Original issue discount | $ 355,000 | ||||
Debt instrument, maturity date | Aug. 31, 2022 | ||||
Increase in interest rate | 10.00% | ||||
Debt instruments, conversion price | $ 1.25 | ||||
Convertible Promissory Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Convertible promissory note | $ 213,000 | ||||
Proceed from convertible debt | 60,000 | ||||
Original issue discount | $ 6,000 | ||||
Increase in interest rate | 10.00% | ||||
Debt instruments, conversion price | $ 1 | ||||
Debt Instrument, Maturity Date, Description | February 2021 | ||||
Convertible Promissory Note [Member] | Series A Preferred Stock [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | $ 147,000 | ||||
Convertible Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Original issue discount | $ 1,526,000 | $ 5,000 | $ 183,000 | ||
Debt instruments, conversion price | $ 1 | ||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instruments, conversion price | $ 1 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 4.76% | ||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instruments, conversion price | $ 1.25 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 64.60% |
Schedule of Remaining Payments
Schedule of Remaining Payments (Details) - 12 months ended Dec. 31, 2021 | USD ($) | KRW (₩) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | $ 125,000 | ₩ 148,500,000 |
Technology Development Agreement [Member] | PICOCEL Co Ltd [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Payments to be signing contract | 42,000 | 49,500,000 |
Payments upon delivery board | $ 83,000 | ₩ 99,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2022 | Dec. 23, 2021USD ($) | Dec. 23, 2021KRW (₩) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Litigation description | In the complaint, the plaintiff claims he worked under a consulting agreement as Vice President of Brand Management of our company and was to be paid $4,000 per month and to receive an option to purchase 50,000 shares of our common stock that was to vest quarterly over the term of the agreement. In the complaint, the plaintiff alleges that, on or around March 27, 2020, we ceased paying the plaintiff despite the plaintiff’s continuing efforts on behalf of our company and that we agreed to continue to accrue his monthly retainer amount until such time that we received at least $100,000 in funding. Plaintiff further alleges that he continued to work for our company for 38 additional weeks in reliance on our promise of payment. The plaintiff claims that our refusal to make the promised payments amounts to violations of the California labor laws and seeks damages in excess of $450,000. | |||
Technology Development Agreement [Member] | PICOCEL Co Ltd [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 167,000 | ₩ 198,000,000 | ||
[custom:PaymentsForCollaborators] | $ 42,000 |
Schedule of Company Restricted
Schedule of Company Restricted Stock Awards (Details) - Restricted Stock [Member] | Dec. 31, 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 | $ | $ (4,791,000) |
Shares, balance | shares | 11,500,000 |
Deferred compensation | $ | $ 17,404,000 |
Schedule of Stock Option Activi
Schedule of Stock Option Activities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Stock Option Shares, Outstanding, Beginning of period | 385,000 | 569,800 |
Exercise Price Range Per Share, Outstanding, Beginning of period | ||
Weighted Average Exercise Price, Outstanding, Beginning of period | 0.001 | 4.05 |
Relative Fair Value, Outstanding, Beginning of period | ||
Aggregate Intrinsic Value, Beginning of period | $ 7,315 | $ 423,000 |
Number of Stock Option Shares, Granted | 1,050,000 | |
Exercise Price Range Per Share, Granted | $ 0.001 | |
Weighted Average Exercise Price, Granted | 0.001 | |
Relative Fair Value, Granted | 1.94 | |
Aggregate Intrinsic Value, Granted | ||
Number of Stock Option Shares, Forfeited | ||
Exercise Price Range Per Share, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Relative Fair Value, Forfeited | ||
Aggregate Intrinsic Value, Forfeited | ||
Number of Stock Option Shares, Exercised | (1,435,000) | |
Exercise Price Range Per Share, Exercised | $ 0.001 | |
Weighted Average Exercise Price, Exercised | 0.001 | |
Relative Fair Value, Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Number of Stock Option Shares, Expired | (184,800) | |
Exercise Price Range Per Share, Expired | $ 12.50 | |
Weighted Average Exercise Price, Expired | 12.50 | |
Relative Fair Value, Expired | ||
Aggregate Intrinsic Value, Expired | ||
Number of Stock Option Shares, Outstanding, Ending of period | 385,000 | |
Exercise Price Range Per Share, Outstanding, Ending of period | ||
Weighted Average Exercise Price, Outstanding, Ending of period | $ 0.001 | |
Relative Fair Value, Outstanding, Ending of period | ||
Aggregate Intrinsic Value, Ending of period | $ 7,315 | |
Number of Stock Option, Vested and Exercisable, Ending Balance | ||
Exercise Price Range Per Share, Vested and Exercisable | ||
Weighted Average Exercise Price, Vested and Exercisable | ||
Relative Fair Value, Vested and Exercisable | ||
Aggregate Intrinsic Value, Vested and Exercisable | ||
Number of Stock Option, Unvested, Ending Balance | ||
Exercise Price Range Per Share, Unvested | ||
Weighted Average Exercise Price, Unvested | ||
Relative Fair Value, Unvested | ||
Aggregate Intrinsic Value, Unvested |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of warrants issued, Outstanding, Beginning of period | 353,804 | 253,000 | |
Weighted Average Strike Price/Share, Outstanding, Beginning of period | $ 1.50 | $ 1.50 | |
Weighted Average Remaining Contractual Term (Years) | 2 years 11 months 23 days | 2 years 10 months 17 days | 2 years 9 months 21 days |
Weighted Average Grant Date Fair Value/Share, Beginning of period | $ 0.18 | $ 0.30 | |
Aggregate intrinsic value, Beginning of period | |||
Number of warrants issued, Granted | 1,667,500 | 100,804 | |
Weighted Average Strike Price/Share, Granted | $ 1.86 | $ 1.50 | |
Weighted Average Remaining Contractual Term (Years), Granted | 3 years | 3 years 18 days | |
Weighted Average Grant Date Fair Value/Share, Granted | $ 1.67 | $ 0.33 | |
Aggregate intrinsic value, Granted | $ 0.11 | ||
Number of warrants issued, Forfeited | |||
Weighted Average Strike Price/Share, Forfeited | |||
Weighted Average Grant Date Fair Value/Share, forfeited | |||
Aggregate intrinsic value, forfeited | |||
Number of warrants issued, Exercised | |||
Weighted Average Strike Price/Share, Exercised | |||
Weighted Average Grant Date Fair Value/Share, Exercised | |||
Aggregate intrinsic value, Exercised | |||
Number of warrants issued, Expired | |||
Weighted Average Strike Price/Share, Expired | |||
Weighted Average Grant Date Fair Value/Share, Expired | |||
Aggregate intrinsic value, Expired | |||
Number of warrants issued, Outstanding, Ending of period | 2,021,304 | 353,804 | 253,000 |
Weighted Average Strike Price/Share, Outstanding, Ending of period | $ 1.80 | $ 1.50 | $ 1.50 |
Weighted Average Grant Date Fair Value/Share, Ending of period | 1.14 | 0.18 | 0.30 |
Aggregate intrinsic value, Ending of period | $ 0.17 | ||
Number of warrants issued, Vested and Exercisable, Ending of period | 2,021,304 | 353,804 | |
Weighted Average Strike Price/Share, Vested and Exercisable, Ending of period | 1.80 | 1.50 | |
Weighted Average Remaining Contractual Term (Years), Vested and Exercisable | 2 years 11 months 23 days | 2 years 10 months 17 days | |
Weighted Average Grant Date Fair Value/Share, Vested and Exercisable, Ending of period | 1.14 | 0.18 | |
Aggregate intrinsic value, Vested and Exercisable, Ending of period | 0.17 | ||
Number of warrants issued, Vested, Ending of period | |||
Weighted Average Strike Price/Share, Unvested, Ending of period | |||
Weighted Average Remaining Contractual Term (Years), Unvested | 0 years | 0 years | |
Weighted Average Grant Date Fair Value/Share, Vested, Ending of period | |||
Aggregate intrinsic value, Vested, Ending of period |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants (Details) | Dec. 31, 2021$ / shares | Sep. 15, 2021$ / shares | Dec. 31, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Share price | $ 1.95 | ||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, term | 3 years | ||
Measurement Input, Expected Term [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, term | 2 years 3 months 29 days | ||
Measurement Input, Expected Term [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, term | 3 years 3 months | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | 0.27 | 0.18 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | 0.42 | 2.49 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | 405 | 378 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | 406 | 424 | |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | 0 | 0 | |
Measurement Input, Share Price [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Share price | $ 0.10 | $ 0.11 | |
Measurement Input, Share Price [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Share price | $ 1.95 | $ 1.60 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | Nov. 05, 2021 | Sep. 15, 2021 | Aug. 17, 2021 | Feb. 11, 2020 | Oct. 31, 2021 | May 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 30, 2021 |
Class of Stock [Line Items] | ||||||||||||
Authorized to issue shares | 200,000,000 | |||||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Proceeds from Issuance of Common Stock | $ 10,000,000 | |||||||||||
Sale of Stock, Description of Transaction | the close of business on the sixtieth consecutive day on which the closing price of the Company’s common stock on the OTC Markets is at least $2.80 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination or other similar recapitalization with respect to the common stock, or (iii) the affirmative vote of the holders of at least 66⅔% of the outstanding shares of Series A, given at a meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders all outstanding shares of Series A shall automatically be converted into shares of the Company’s common stock, at the then effective conversion rate | |||||||||||
Stock issued during period shares new issues | 10,000 | |||||||||||
Remaining cash liability | $ 30,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | |||||||||||
Option to purhase shares | 1,050,000 | |||||||||||
Share price | $ 1.95 | |||||||||||
Share-based compensation arrangement by share-based payment award, options | $ 561,000 | |||||||||||
Number of share options exercised | 1,435,000 | |||||||||||
Class of warrant exercise price | $ 0.001 | |||||||||||
Proceeds from stock options exercised | $ 2,000 | $ 2,000 | ||||||||||
Number of securities called by warrants or rights | 100,000 | |||||||||||
Professional fees | $ 195,000 | $ 6,095,000 | 340,000 | |||||||||
Fair value assumptions, expected volatility rate | 359.00% | |||||||||||
Expected Term | 3 years | |||||||||||
Risk Free Interest Rate | 43.00% | |||||||||||
Expected Dividend Payments | $ 0 | |||||||||||
Share-based Payment Arrangement, Tranche One [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of share options exercised | 385,000 | |||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of share options exercised | 750,000 | |||||||||||
Share-based Payment Arrangement, Tranche Three [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of share options exercised | 300,000 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument decrease forgiveness | $ 68,000 | |||||||||||
Restricted common stock shares granted | 1,500,000 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Due to related parties | 30,000 | $ 128,000 | ||||||||||
Reduction amount | $ 98,000 | |||||||||||
Stock issued during period shares new issues | 75,000 | |||||||||||
Consultants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 25,000 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 76,000 | |||||||||||
Restricted common stock shares granted | 10,000,000 | 11,500,000 | ||||||||||
Shares Issued, Price Per Share | $ 1.93 | |||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 22,195,000 | |||||||||||
Termination Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Return of shares | 3,674,330 | |||||||||||
New Consulting Agreement [Member] | Shareholder [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Option to purhase shares | 750,000 | |||||||||||
Share price | $ 0.001 | |||||||||||
Fair value of options | $ 52,000 | |||||||||||
Option expense | $ 14,000 | $ 38,000 | ||||||||||
Letter of Understanding [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorized | 300,000 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 3,600,000 | 3,600,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Sale of stock shares price per share | 1.38 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | |||||||||||
Conversion rate adjustment, value | $ 36,000 | |||||||||||
Conversion of shares | 85,975 | |||||||||||
Conversion of debt | $ 147,000 |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 1,488,000 | |
Expected income tax benefit from NOL carry-forwards | 1 | 299,000 |
Less valuation allowance | (2,490,000) | (299,000) |
Deferred tax assets, net of valuation allowance |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Tax (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
Change in valuation allowance on net operating loss carry-forwards | (21.00%) | (21.00%) |
Effective income tax rate | 0.00% | 0.00% |
Deferred Tax Assets and Incom_3
Deferred Tax Assets and Income Tax Provision (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss deferred tax | $ 3,354,000 | |
Deferred tax assets,net | 2,490,000 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2,191,000 | $ 93,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 03, 2022 | Mar. 31, 2022 | Mar. 01, 2022 | Dec. 23, 2021 |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Notes payable paid | $ 25,000 | |||
Convertible debt outstanding | $ 55,000 | |||
Converted instrument, rate | 10.00% | |||
AIQ [Member] | ||||
Subsequent Event [Line Items] | ||||
Payments to Related Parties | $ 42,000 |