CalEthos (GEDC) 10-K 31 Mar 22 2021 FY Annual report Financial data

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