CalEthos (GEDC) 10-K 17 Apr 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 13, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
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			$ 13,041,055
Entity Common Stock, Shares Outstanding		14,495,621
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, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 2,067,000	$ 3,047,000
Prepaid and other current expenses	4,000	7,000
Total current assets	2,071,000	3,054,000
Other assets		38,000
Total assets	2,071,000	3,092,000
Current liabilities
Accounts payable and accrued expenses	540,000	434,000
Convertible promissory notes, net	4,613,000	3,087,000
Notes payable	61,000	111,000
Total current liabilities	5,214,000	3,632,000
Commitments and contingencies (Note 7)
Stockholders’ deficit
Preferred stock, value
Common stock, par value $0.001, 100,000,000 shares authorized; 24,495,621 and 25,995,621 shares issued and outstanding	24,000	26,000
Additional paid-in capital	11,480,000	16,269,000
Other comprehensive income (loss)	5,000	(2,000)
Stock subscription receivable	(2,000)	(2,000)
Accumulated deficit	(14,650,000)	(16,831,000)
Total stockholders’ deficit	(3,143,000)	(540,000)
Total liabilities and stockholders’ deficit	2,071,000	3,092,000
Series A Convertible Preferred Stock [Member]
Stockholders’ deficit
Preferred stock, value

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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	24,495,621	25,995,621
Common stock, shares outstanding	24,495,621	25,995,621
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, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue
Operating expenses
Professional fees	667,000	1,033,000
Restricted stock grants	(4,791,000)	5,062,000
General and administrative expenses	52,000	57,000
Impairment loss	154,000
Total operating (income) expenses	(3,918,000)	6,152,000
Income (loss) from operations	3,918,000	(6,152,000)
Other income (expenses)
Interest income	7,000
Financing costs	(1,744,000)	(597,000)
Total other expenses	(1,737,000)	(597,000)
Income (loss) before provision for income taxes	2,181,000	(6,749,000)
Provision for income taxes
Net income (loss)	$ 2,181,000	$ (6,749,000)
Net income (loss) per share, basic	$ 0.15	$ (0.35)
Net income (loss) per share, diluted	$ 0.08	$ (0.35)
Weighted average common shares outstanding – basic	14,495,621	19,482,261
Weighted average common shares outstanding – diluted	29,342,327	19,482,261
Comprehensive income (loss):
Change in foreign currency translation	$ 7,000	$ (2,000)
Comprehensive income (loss)	$ 2,188,000	$ (6,751,000)

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
Beginning balance, value at Dec. 31, 2020		$ 17,000	$ 8,744,000	$ (2,000)		$ (10,082,000)	$ (1,323,000)
Beginning balance, shares at Dec. 31, 2020		16,634,951
Relative fair value of warrants issued with convertible promissory note			1,690,000				1,690,000
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 income					(2,000)		(2,000)
Net income (Loss)						(6,749,000)	(6,749,000)
Ending balance, value at Dec. 31, 2021		$ 26,000	16,269,000	(2,000)	(2,000)	(16,831,000)	$ (540,000)
Ending balance, shares at Dec. 31, 2021		25,995,621
Stock issued on exercise of options, shares
Stock-based compensation			6,377,000				$ 6,377,000
Foreign currency translation income					7,000		7,000
Net income (Loss)						2,181,000	2,181,000
Forfeiture of stock-based compensation		$ (2,000)	(11,166,000)				(11,168,000)
Forfeiture of stock-based compensation, shares		(1,500,000)
Ending balance, value at Dec. 31, 2022		$ 24,000	$ 11,480,000	$ (2,000)	$ 5,000	$ (14,650,000)	$ (3,143,000)
Ending balance, shares at Dec. 31, 2022		24,495,621

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended		24 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Cash Flows From Operating Activities
Net income (loss)	$ 2,181,000	$ (6,749,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Impairment	154,000
Amortization of convertible promissory note discounts	1,526,000	524,000
Fair value of equity-based compensation		846,000
Forfeiture of restricted stock grants	(11,168,000)
Accretion of compensation cost for restricted stock awards	6,377,000	4,791,000
Changes in operating assets and liabilities
Prepaid expenses and other current assets	3,000	(5,000)
Accounts payable and accrued expenses	107,000	28,000
Net Cash Used in Operating Activities	(820,000)	(565,000)
Cash Flows From Investing Activities
Other assets	(105,000)	(38,000)
Net Cash Used in Investing Activities	(105,000)	(38,000)
Cash Flows From Financing Activities
Proceeds from the issuance of convertible promissory notes		3,550,000
Proceeds from the issuance of notes payable		150,000
Repayments of notes payable	(50,000)	(50,000)
Proceeds from the exercise of options		2,000
Net Cash (Used in) Provided by Financing Activities	(50,000)	3,652,000
Effect of exchange rate changes on cash and cash equivalents	(5,000)	(2,000)
Net (decrease) increase in Cash	(980,000)	3,047,000
Cash, Beginning of Period	3,047,000
Cash, End of Period	2,067,000	3,047,000	$ 2,067,000
Supplemental disclosure of cash flow information:
Cash paid for interest	5,407
Cash paid for income taxes
Non-cash investing and financing activities
Relative fair value of warrants issued with convertible promissory notes		1,690,000
Common stock issued for accrued compensation		38,000
Common stock issued from forgiven debt		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, 2022
Accounting Policies [Abstract]
ORGANIZATION AND ACCOUNTING POLICIES	Note 1 - Organization and Accounting Policies ORGANIZATION AND ACCOUNTING POLICIES CalEthos, Inc. (the “Company” or “we”) was incorporated on March 20, 2002 under the laws of the State of Nevada. The Company is implementing its plan to build a clean-energy-powered, modular immersion and liquid cooled data center that provides colocation data center services to enterprise IT customers. In addition, the Company may acquire assets and all or part of other companies operating in the high-density computing industry or to invest or joint venture with other more-established companies already in the industry that would add value to the Company’s business strategy. In July 2022, due to the declining state of the bitcoin mining industry and market for its planned products, the Company’s board of directors resolved to discontinue the development in South Korea of the Company’s 5 nanometer ASIC chip and containerized, immersion-cooled bitcoin mining computer system and to focus exclusively on developing the clean-energy-powered data center segment of its business strategy. The Company has suspended operations of its South Korean subsidiary and will decide in the next twelve months whether to use it to develop other products or dissolve it. 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 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 net income of approximately $ 2,181,000 4,791,000 14,650,000 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. COVID-19 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. 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, 2022, 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 1,817,000 2,797,000 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 2022 2021 Restricted stock awards - 11,500,000 Convertible promissory notes and accrued interest 4,125,699 3,947,394 Series A warrants issued with convertible promissory notes 1,668,304 1,921,304 Series B warrants to be issued upon exercise of Series A warrants 1,668,304 1,921,304 Warrants issued for services 100,000 100,000 Total potential future shares 7,562,307 19,390,002 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 condensed consolidated financial condition or the results of its operations.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Note 2 – Related Party Transactions RELATED PARTY TRANSACTIONS The Company incurred approximately $ 200,000 199,000 200,000 202,000

INTANGIBLE AND OTHER ASSETS

INTANGIBLE AND OTHER ASSETS	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE AND OTHER ASSETS	Note 3 – Intangible and Other Assets INTANGIBLE AND OTHER ASSETS 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 was expected to be completed within 6 weeks for a total contract price of 198,000,000 167,000 69,000 On April 5, 2022, AIQ entered into a Technology Development Agreement (the “Agreement”) with NNS, Co., Ltd. (the “Contractor” or “NNS”) to develop a FPGA based Bitcoin mining simulation system. The Agreement was expected to be completed within 9 weeks for a total contract price of 99,000,000 9,000,000 82,000 SCHEDULE OF PAYMENTS Amount USD KRW Within 5 days after signing the contract $ 41,000 49,500,000 Within 5 days after all conditions are met as stated in “Schedule B – Statement of Work” 41,000 49,500,000 Total $ 82,000 99,000,000 Payment of 90,000,000 69,000 Impairment During the six months ended June 30, 2022, the Bitcoin market was in a constant decline, and since the ASIC chip being developed by AIQ was planned to be used for Bitcoin mining machines, management believes that there is an impairment indicator. In August 2022, management discontinued the operations of AIQ. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If the carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the asset’ (or asset group), typically a discounted cashflow analysis, and an impairment charge is recorded for the excess of carrying value over fair value. As of December 31, 2022, intangibles and other assets were fully impaired. Impairment loss amounted to $ 154,000 12,000 The table below summarizes the impairment loss for the year ended December 31, 2022: SCHEDULE OF IMPAIRMENT LOSS Amount VAT Total PICOCEL $ 69,000 $ 5,000 $ 74,000 NNS 69,000 5,000 74,000 Total 138,000 10,000 148,000 Foreign exchange loss 4,000 2,000 6,000 Impairment loss $ 142,000 $ 12,000 $ 154,000

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Note 4 – Accounts Payable and Accrued Expenses ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the Company’s accounts payable and accrued expense balances as of December 31: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 2022 2021 Accounts payable $ 186,000 $ 221,000 Accrued expenses 28,000 99,000 Accrued interest 326,000 114,000 Accounts payable and accrued expenses $ 540,000 $ 434,000 Accrued Interest The following table presents the details of accrued interest as of December 31: SCHEDULE OF ACCRUED INTEREST 2022 2021 Notes payable $ 17,000 $ 9,000 Convertible promissory notes 309,000 105,000 Balance, end of the year $ 326,000 $ 114,000

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2022
Notes Payable
NOTES PAYABLE	Note 5 – Notes Payable NOTES PAYABLE The table below summarizes the transactions as of December 31: SCHEDULE OF NOTES PAYABLE 2022 2021 Balance, beginning of the year $ 111,000 $ 11,000 Additions – 150,000 Payments (50,000 ) (50,000 ) Balance, end of the year $ 61,000 $ 111,000 On July 7, 2020, the Company issued a promissory note in the principal amount of $ 11,000 10 100,000 11,000 3,000 On February 19, 2021, the Company issued a promissory note in the principal amount of $ 25,000 10 February 19, 2022 15 On April 22, 2021, the Company issued a promissory note in the principal amount of $ 50,000 10 April 22, 2022 15 50,000 10,000 On July 1, 2021, the Company issued a promissory note in the principal amount of $ 25,000 10 July 1, 2022 15 Interest expense on notes payable amounted to $ 14,000 8,000

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES	Note 6 – Convertible Promissory Notes CONVERTIBLE PROMISSORY NOTES In 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 10 133,000 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 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 Financing cost recognized for the amortization of debt discount was approximately $ 1,526,000 524,000 The convertible promissory notes consisted of the following as of December 31: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES 2022 2021 Principal Balance, beginning of year $ 4,613,000 $ 708,000 Additions – 3,905,000 Balance, end of year 4,613,000 4,613,000 Discount Balance, beginning of year 1,526,000 5,000 Additions - 2,045,000 Amortization (1,526,000 ) (524,000 ) Balance, end of year - 1,526,000 Net carrying amount $ 4,613,000 $ 3,087,000 Effective interest rate used to amortize the debt discount for the years ended December 31, 2022 and 2021 ranges from 4.76 64.60 Potential future shares to be issued on conversion of the notes as of December 31: SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES 2022 2021 Principal $ 4,613,000 $ 4,613,000 Interest 309,000 105,000 Total 4,922,000 4,718,000 Conversion price per share 1.00 1.25 1.00 1.25 Potential future shares 4,125,699 3,947,394 The default interest expense for the convertible promissory notes amounted to $ 204,000 65,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 7 – Commitments and contingencies COMMITMENTS AND CONTINGENCIES 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 claimed he worked under a consulting agreement as Vice President of Brand Management of our company and was to be paid $ 4,000 50,000 100,000 450,000 On June 9, 2022, a Settlement Agreement and Mutual Release was reached by the parties in the above mentioned complaint whereby as full consideration for the plaintiff’s execution of and compliance with the agreement and plaintiff’s release of all claims against the defendants, the Company agreed to pay a gross settlement amount of $ 90,000

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
EQUITY	Note 8 – Equity EQUITY 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 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 76,000 20,000 Restricted Common Stock Awards On August 17, 2021, the Company entered into Restricted Share Award Agreements (the “Award Agreements”) with two consultants pursuant to which the Company issued to the consultants shares of common stock of the Company in exchange for their future services. The Awards had an initial term of one year, which was to be automatically renewed on a year-to-year basis unless either party gave 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 The Company’s management accounted for the Award Grants as restricted stock compensation in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 required the Company to estimate the service period over which the compensation cost would be recognized. Management had estimated that the first two development phases would be completed within 15 months and the Foundry Mask would be completed within 6 months for a total of 21 months service period. Compensation cost was to be recognized ratably over 21 months and in the same manner had the Company paid in cash. The estimated service period would be adjusted for changes in actual and expected completion dates. Any such change was to be recognized prospectively, and the remaining deferred compensation was to be recognized over the remaining service period. The Company issued restricted stock grants totaling 10,000,000 1,500,000 1.93 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. On July 27, 2022, the Company sent the CTO, a letter notifying him that the Company’s Board of Directors had resolved to discontinue the Company’s 5 nanometer ASIC chip and bitcoin mining machine project and that his consulting agreement was to terminate at the end of August 2022. The Grant Shares issued in connection with his consulting agreement were canceled. As of the issuance date of these consolidated financial statements, the CTO had not executed the documentation required for the Company to cancel the Grant Shares; therefore, the Grant Shares are still legally outstanding, so the number of Grant Shares has not been removed from the total shares issued and outstanding. Since it is probable that the Grant Shares will not be earned, the Company has reversed the expense recognized for the fair value of the Grant Shares. Also, at the end of August 2022, the Company canceled the restricted stock grant issued to M1 Advisors LLC. The table below summarizes the transactions related to the Company restricted stock awards as of December 31, 2022: SCHEDULE OF COMPANY RESTRICTED STOCK AWARDS Shares Deferred Grant date fair value 11,500,000 $ 22,195,000 Accretion - (11,168,000 ) Canceled (1,500,000 ) (11,027,000 ) Balance as of December 31, 2022 10,000,000 $ - Restricted stock grant compensation expense for the year ended December 31, 2022, is as follows: SCHEDULE OF RESTRICTED STOCK GRANT COMPENSATION EXPENSE 2022 Accretion expense $ 6,377,000 Reversal of 2021 accretion expense (4,791,000 ) Reversal of 2022 accretion expense (6,377,000 ) Restricted stock grant compensation $ (4,791,000 ) 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, 2022 and 2021 (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, 2021 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 – – – – – Granted – – – – – Forfeited – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2022 – $ – $ – $ – $ – Vested and exercisable, December 31, 2022 – $ – $ – $ – $ – Unvested, December 31, 2022 – $ – $ – $ – $ – 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, 2022 and 2021 (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, 2021 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 – – – – – Balance, January 1, 2022 2,021,304 1.80 2.98 1.14 0.17 Granted – – – – – Forfeited – – – – – Exercised – – – – – Expired (253,000 ) 1.80 2.98 1.14 0.17 Balance, December 31, 2022 1,768,304 1.84 3.00 1.49 – Vested and exercisable, December 31, 2022 1,768,304 1.84 3.00 1.49 – Unvested, December 31, 2022 – $ – – $ – $ – 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 2022 2021 Expected life (in years) – 3 Risk-free interest rate – 0.27 0.42 % Expected volatility – 405 406 % Dividend yield – 0.00 % Stock price – $ 0.10 1.95

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER SHARE	Note 9 – Earnings (Loss) Per Share EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per share for the years ended December 31: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Numerator 2022 2021 Net income (loss) $ 2,181,000 $ (6,749,000 ) Effect of dilutive instruments Convertible notes interest expense 204,000 - Numerator for diluted EPS 2,385,000 (6,749,000 ) Denominator Denominator - for basic EPS 14,495,621 19,482,261 Effect of dilutive instruments Warrants 721,006 - Restricted stock awards 10,000,000 - Convertible notes 4,125,699 - Dilutive potential common shares 14,846,705 - Denominator for diluted EPS 29,342,327 19,482,261 Basic EPS $ 0.15 $ (0.35 ) Diluted EPS $ 0.08 $ (0.35 ) Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the year ended December 31, 2021 because their inclusion would be anti-dilutive. Common share equivalents amounted to 3,942,608 3,947,394 11,500,000 19,390,002 14,846,705

DEFERRED TAX ASSETS AND INCOME

DEFERRED TAX ASSETS AND INCOME TAX PROVISION	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
DEFERRED TAX ASSETS AND INCOME TAX PROVISION	Note 10 – Deferred Tax Assets and Income Tax Provision DEFERRED TAX ASSETS AND INCOME TAX PROVISION Deferred Tax Assets At December 31, 2022, the Company had net operating loss (“NOL”) carry forwards for Federal income tax purposes of $ 3,070,000 1,708,000 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 (decreased) increased by approximately $ (782,000) 2,191,000 Components of deferred tax assets are as follows as of December 31: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS 2022 2021 Net deferred tax assets – Non-current: Intangible assets $ 1,000 $ - Impairment loss 38,000 - Interest expense limitations 802,000 - Stock-based compensation 9,000 1,488,000 Expected income tax benefit from NOL carry-forwards 859,000 1,002,000 Less valuation allowance (1,709,000 ) (2,490,000 ) 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 2022 2021 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, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 11 – Subsequent Events SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined the following reportable events: Purchase of Land for Building a Data Center On March 30, 2023, the Company signed an option agreement to acquire 80 3,360,000 (“Purchase Price”). The Option expires in September 2024. The Company paid a non-refundable deposit of $ 84,000 on the signing of the Option. The Company is required to deposit an additional $ 84,000 into an escrow (“Escrow Funds”). If the Company does not exercise the Option by September 2024, the Escrow funds will be returned to the Company. The Purchase Price is payable with a cash payment of $ 1,680,000 840,000 1.00 840,000 2.0% If the Purchase Shares are issued at the Closing Date, the Company has agreed to repurchase the Shares (the “Put Option”). The Put Option period ends on the one-year anniversary after a six-month holding period. However, if the Company’s common stock trades above $ 2.00 2.00 2.00 Employment Agreement On March 27, 2023, executed an offer of employment to hire an individual as the Company’s president and chief operating officer. The effective date of employment was March 28, 2023. The salary is $ 250,000 per year, with an increase to $ 300,000 annually, immediately once permits have been granted to start construction of the data center, and an increase to $ 350,000 annually, upon the data center being operational and contracted for 25% of the planned 100MW colocation capacity. Also, the individual is eligible for a cash annual bonus and 2,000,000 shares that will be provided in an employee option or a restricted stock award, if certain milestones are accomplished. The stock grant will be included in a pending employment agreement that is planned to be completed between the Company and employee with the next couple of weeks. Cancellation of Restricted Stock Awards On April 10, 2023, we completed the required paperwork for our transfer agent to cancel 10,000,000

ORGANIZATION AND ACCOUNTING P_2

ORGANIZATION AND ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
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
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 net income of approximately $ 2,181,000 4,791,000 14,650,000 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.
COVID-19	COVID-19 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.
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, 2022, 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 1,817,000 2,797,000
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 2022 2021 Restricted stock awards - 11,500,000 Convertible promissory notes and accrued interest 4,125,699 3,947,394 Series A warrants issued with convertible promissory notes 1,668,304 1,921,304 Series B warrants to be issued upon exercise of Series A warrants 1,668,304 1,921,304 Warrants issued for services 100,000 100,000 Total potential future shares 7,562,307 19,390,002
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 condensed consolidated financial condition or the results of its operations.

ORGANIZATION AND ACCOUNTING P_3

ORGANIZATION AND ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
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 2022 2021 Restricted stock awards - 11,500,000 Convertible promissory notes and accrued interest 4,125,699 3,947,394 Series A warrants issued with convertible promissory notes 1,668,304 1,921,304 Series B warrants to be issued upon exercise of Series A warrants 1,668,304 1,921,304 Warrants issued for services 100,000 100,000 Total potential future shares 7,562,307 19,390,002

INTANGIBLE AND OTHER ASSETS (Ta

INTANGIBLE AND OTHER ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF PAYMENTS	SCHEDULE OF PAYMENTS Amount USD KRW Within 5 days after signing the contract $ 41,000 49,500,000 Within 5 days after all conditions are met as stated in “Schedule B – Statement of Work” 41,000 49,500,000 Total $ 82,000 99,000,000
SCHEDULE OF IMPAIRMENT LOSS	The table below summarizes the impairment loss for the year ended December 31, 2022: SCHEDULE OF IMPAIRMENT LOSS Amount VAT Total PICOCEL $ 69,000 $ 5,000 $ 74,000 NNS 69,000 5,000 74,000 Total 138,000 10,000 148,000 Foreign exchange loss 4,000 2,000 6,000 Impairment loss $ 142,000 $ 12,000 $ 154,000

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES	The following table summarizes the Company’s accounts payable and accrued expense balances as of December 31: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 2022 2021 Accounts payable $ 186,000 $ 221,000 Accrued expenses 28,000 99,000 Accrued interest 326,000 114,000 Accounts payable and accrued expenses $ 540,000 $ 434,000
SCHEDULE OF ACCRUED INTEREST	The following table presents the details of accrued interest as of December 31: SCHEDULE OF ACCRUED INTEREST 2022 2021 Notes payable $ 17,000 $ 9,000 Convertible promissory notes 309,000 105,000 Balance, end of the year $ 326,000 $ 114,000

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2022
Notes Payable
SCHEDULE OF NOTES PAYABLE	The table below summarizes the transactions as of December 31: SCHEDULE OF NOTES PAYABLE 2022 2021 Balance, beginning of the year $ 111,000 $ 11,000 Additions – 150,000 Payments (50,000 ) (50,000 ) Balance, end of the year $ 61,000 $ 111,000

CONVERTIBLE PROMISSORY NOTES (T

CONVERTIBLE PROMISSORY NOTES (Tables)	12 Months Ended
	Dec. 31, 2022
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 2022 2021 Principal Balance, beginning of year $ 4,613,000 $ 708,000 Additions – 3,905,000 Balance, end of year 4,613,000 4,613,000 Discount Balance, beginning of year 1,526,000 5,000 Additions - 2,045,000 Amortization (1,526,000 ) (524,000 ) Balance, end of year - 1,526,000 Net carrying amount $ 4,613,000 $ 3,087,000
SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES	Potential future shares to be issued on conversion of the notes as of December 31: SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES 2022 2021 Principal $ 4,613,000 $ 4,613,000 Interest 309,000 105,000 Total 4,922,000 4,718,000 Conversion price per share 1.00 1.25 1.00 1.25 Potential future shares 4,125,699 3,947,394

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2022
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, 2022: SCHEDULE OF COMPANY RESTRICTED STOCK AWARDS Shares Deferred Grant date fair value 11,500,000 $ 22,195,000 Accretion - (11,168,000 ) Canceled (1,500,000 ) (11,027,000 ) Balance as of December 31, 2022 10,000,000 $ -
SCHEDULE OF RESTRICTED STOCK GRANT COMPENSATION EXPENSE	Restricted stock grant compensation expense for the year ended December 31, 2022, is as follows: SCHEDULE OF RESTRICTED STOCK GRANT COMPENSATION EXPENSE 2022 Accretion expense $ 6,377,000 Reversal of 2021 accretion expense (4,791,000 ) Reversal of 2022 accretion expense (6,377,000 ) Restricted stock grant compensation $ (4,791,000 )
SCHEDULE OF STOCK OPTION ACTIVITIES	The table below summarizes the Company’s stock option activities for the years ended December 31, 2022 and 2021 (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, 2021 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 – – – – – Granted – – – – – Forfeited – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2022 – $ – $ – $ – $ – Vested and exercisable, December 31, 2022 – $ – $ – $ – $ – Unvested, December 31, 2022 – $ – $ – $ – $ –
SCHEDULE OF WARRANTS ACTIVITY	The table below summarizes the Company’s warrant activities for the years ended December 31, 2022 and 2021 (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, 2021 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 – – – – – Balance, January 1, 2022 2,021,304 1.80 2.98 1.14 0.17 Granted – – – – – Forfeited – – – – – Exercised – – – – – Expired (253,000 ) 1.80 2.98 1.14 0.17 Balance, December 31, 2022 1,768,304 1.84 3.00 1.49 – Vested and exercisable, December 31, 2022 1,768,304 1.84 3.00 1.49 – Unvested, December 31, 2022 – $ – – $ – $ –
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 2022 2021 Expected life (in years) – 3 Risk-free interest rate – 0.27 0.42 % Expected volatility – 405 406 % Dividend yield – 0.00 % Stock price – $ 0.10 1.95

EARNINGS (LOSS) PER SHARE (Tabl

EARNINGS (LOSS) PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED	The following table sets forth the computation of basic and diluted earnings (loss) per share for the years ended December 31: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Numerator 2022 2021 Net income (loss) $ 2,181,000 $ (6,749,000 ) Effect of dilutive instruments Convertible notes interest expense 204,000 - Numerator for diluted EPS 2,385,000 (6,749,000 ) Denominator Denominator - for basic EPS 14,495,621 19,482,261 Effect of dilutive instruments Warrants 721,006 - Restricted stock awards 10,000,000 - Convertible notes 4,125,699 - Dilutive potential common shares 14,846,705 - Denominator for diluted EPS 29,342,327 19,482,261 Basic EPS $ 0.15 $ (0.35 ) Diluted EPS $ 0.08 $ (0.35 )

DEFERRED TAX ASSETS AND INCOM_2

DEFERRED TAX ASSETS AND INCOME TAX PROVISION (Tables)	12 Months Ended
	Dec. 31, 2022
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 2022 2021 Net deferred tax assets – Non-current: Intangible assets $ 1,000 $ - Impairment loss 38,000 - Interest expense limitations 802,000 - Stock-based compensation 9,000 1,488,000 Expected income tax benefit from NOL carry-forwards 859,000 1,002,000 Less valuation allowance (1,709,000 ) (2,490,000 ) 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 2022 2021 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, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential future shares	7,562,307	19,390,002
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	4,125,699	3,947,394
Series A Warrants Issued With Convertible Promissory Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential future shares	1,668,304	1,921,304
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	1,668,304	1,921,304
Warrants Issued For Services [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potential future shares	100,000	100,000

ORGANIZATION AND ACCOUNTING P_4

ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative)			12 Months Ended
	Nov. 05, 2021 USD ($) shares	Nov. 05, 2021 KRW (₩) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares
Common stock shares authorized | shares			100,000,000	100,000,000
Issuance of common stock, value
Net income (loss)			$ 2,181,000	(6,749,000)
Restricted stock grants			4,791,000	(5,062,000)
Accumulated deficit			14,650,000	16,831,000
Cash, FDIC Insured Amount			250,000
Prepaid Insurance			$ 1,817,000	$ 2,797,000
AIQ System Inc [Member]
Ownership percentage	100%	100%
AIQ System Inc [Member]
Common stock shares authorized | shares	3,000,000	3,000,000
Issuance of common stock, shares | shares	10,000	10,000
Issuance of common stock, value	$ 89,000	₩ 100,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - M1 Advisors [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Proceeds from related party	$ 200,000	$ 199,000
Payment to related party	$ 200,000	$ 202,000

SCHEDULE OF PAYMENTS (Details)

SCHEDULE OF PAYMENTS (Details) - Apr. 05, 2022	USD ($)	KRW (₩)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total	$ 82,000	₩ 99,000,000
Within 5 days after signing the contract [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total	41,000	49,500,000
Within 5 days after all conditions are met as stated in “Schedule B - Statement of Work” [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total	$ 41,000	₩ 49,500,000

SCHEDULE OF IMPAIRMENT LOSS (De

SCHEDULE OF IMPAIRMENT LOSS (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total	$ 148,000
Foreign exchange loss	6,000
Impairment loss	154,000
Amount [Member]
Finite-Lived Intangible Assets [Line Items]
Total	138,000
Foreign exchange loss	4,000
Impairment loss	142,000
Value Added Tax [Member]
Finite-Lived Intangible Assets [Line Items]
Total	10,000
Foreign exchange loss	2,000
Impairment loss	12,000
PICOCEL [Member]
Finite-Lived Intangible Assets [Line Items]
Total	74,000
PICOCEL [Member] | Amount [Member]
Finite-Lived Intangible Assets [Line Items]
Total	69,000
PICOCEL [Member] | Value Added Tax [Member]
Finite-Lived Intangible Assets [Line Items]
Total	5,000
NNS [Member]
Finite-Lived Intangible Assets [Line Items]
Total	74,000
NNS [Member] | Amount [Member]
Finite-Lived Intangible Assets [Line Items]
Total	69,000
NNS [Member] | Value Added Tax [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 5,000

INTANGIBLE AND OTHER ASSETS (De

INTANGIBLE AND OTHER ASSETS (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2022 KRW (₩)	Apr. 05, 2022 USD ($)	Apr. 05, 2022 KRW (₩)	Dec. 23, 2021 USD ($)	Dec. 23, 2021 KRW (₩)
Finite-Lived Intangible Assets [Line Items]
Contract price			$ 82,000	₩ 99,000,000
Impairment loss	$ 154,000
Value Added Tax [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment loss	12,000
AIQ [Member]
Finite-Lived Intangible Assets [Line Items]
Contract price			$ 82,000	99,000,000
Value added tax | ₩				₩ 9,000,000
Technology Development Agreement [Member] | PICOCEL, Co., Ltd. [Member]
Finite-Lived Intangible Assets [Line Items]
Contract price					$ 167,000	₩ 198,000,000
Payment to related party	69,000
Technology Development Agreement [Member] | NNS Co Ltd [Member]
Finite-Lived Intangible Assets [Line Items]
Payment to related party	$ 69,000	₩ 90,000,000

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 186,000	$ 221,000
Accrued expenses	28,000	99,000
Accrued interest	326,000	114,000
Accounts payable and accrued expenses	$ 540,000	$ 434,000

SCHEDULE OF ACCRUED INTEREST (D

SCHEDULE OF ACCRUED INTEREST (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Notes payable	$ 17,000	$ 9,000
Convertible promissory notes	309,000	105,000
Balance, end of the year	$ 326,000	$ 114,000

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Notes Payable
Balance, beginning of the year	$ 111,000	$ 11,000
Additions		150,000
Payments	(50,000)	(50,000)
Balance, end of the year	$ 61,000	$ 111,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)					12 Months Ended
	Jul. 01, 2021	Apr. 22, 2021	Feb. 19, 2021	Jul. 07, 2020	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Accrued interest					$ 326,000	$ 114,000
Interest expense, debt					204,000	65,000
Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount			$ 25,000	$ 11,000	11,000
Increase in interest rate			15%	10%
Accrued interest					3,000
Debt instrument, interest rate			10%
Debt instrument, maturity date			Feb. 19, 2022
Interest expense, debt					14,000	$ 8,000
Promissory Note [Member] | Borrower [Member]
Short-Term Debt [Line Items]
Debt instrument, periodic payment				$ 100,000
Promissory Note One [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 50,000			50,000
Increase in interest rate		15%
Accrued interest					$ 10,000
Debt instrument, interest rate		10%
Debt instrument, maturity date		Apr. 22, 2022
Promissory Note Two [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 25,000
Increase in interest rate	15%
Debt instrument, interest rate	10%
Debt instrument, maturity date	Jul. 01, 2022

SCHEDULE OF CONVERTIBLE PROMISS

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - Convertible Notes Payable [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Balance, beginning of year	$ 4,613,000	$ 708,000
Additions		3,905,000
Balance, end of year	4,613,000	4,613,000
Balance, beginning of year	1,526,000	5,000
Additions		2,045,000
Amortization	(1,526,000)	(524,000)
Balance, end of year		1,526,000
Net carrying amount	$ 4,613,000	$ 3,087,000

SCHEDULE OF POTENTIAL FUTURE SH

SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal	$ 4,613,000	$ 4,613,000
Interest	309,000	105,000
Total	$ 4,922,000	$ 4,718,000
Potential future shares	4,125,699	3,947,394
Minimum [Member]
Debt Instrument [Line Items]
Conversion price per share	$ 1	$ 1
Maximum [Member]
Debt Instrument [Line Items]
Conversion price per share	$ 1.25	$ 1.25

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	12 Months Ended		24 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Sep. 15, 2021	May 31, 2021	Dec. 31, 2020
Short-Term Debt [Line Items]
Proceed from convertible debt		$ 3,550,000
Accrued interest	$ 133,000
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
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%
Fair value of common stock risk free interest rate		43%
Share price		$ 1.95
Fair value of warrants	1,690,000
Debt Instrument, Convertible, Beneficial Conversion Feature	0
Amortization of Debt Issuance Costs and Discounts	1,526,000	$ 524,000
Interest Expense, Debt	$ 204,000	$ 65,000
Minimum [Member]
Short-Term Debt [Line Items]
Debt instruments, conversion price	$ 1	$ 1	$ 1
Maximum [Member]
Short-Term Debt [Line Items]
Debt instruments, conversion price	$ 1.25	$ 1.25	$ 1.25
Warrant [Member]
Short-Term Debt [Line Items]
Issuance of warrants to purchase of common stock	1,567,500		1,567,500
Fair value of common stock	$ 3,004,000
Fair value of common stock estimated life	3 years
Warrant [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Issuance of warrant price per share	$ 1.50		$ 1.50
Date of issuance volatility percentage	404.91%
Fair value of common stock risk free interest rate	0.27%
Share price	$ 0.10		0.10
Warrant [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Issuance of warrant price per share	$ 1.87		1.87
Date of issuance volatility percentage	405.93%
Fair value of common stock risk free interest rate	0.42%
Share price	$ 1.95		$ 1.95
Convertible Promissory Note One [Member]
Short-Term Debt [Line Items]
Convertible promissory note		$ 55,000
Debt instrument, maturity date		Mar. 01, 2022
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%
Debt instruments, conversion price		$ 1.25
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Original issue discount		$ 1,526,000				$ 5,000
Convertible Notes Payable [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	4.76%	4.76%	4.76%
Convertible Notes Payable [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	64.60%	64.60%	64.60%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jan. 03, 2022	Jun. 09, 2022
Commitments and Contingencies Disclosure [Abstract]
Litigation description	In the complaint, the plaintiff claimed 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 alleged that, on or around March 27, 2020, the Company ceased paying the plaintiff despite the plaintiff’s continuing efforts on behalf of our company and that the Company agreed to continue to accrue his monthly retainer amount until such time that the Company received at least $100,000 in funding. Plaintiff further alleged that he continued to work for our company for 38 additional weeks in reliance on our promise of payment. The plaintiff claimed that our refusal to make the promised payments amounts to violations of the California labor laws and seeks damages in excess of $450,000
Payments for rent	$ 4,000
Option to purchase shares vested	50,000
Funds received	$ 100,000
Damages value	$ 450,000
Gross settlement amount		$ 90,000

SCHEDULE OF COMPANY RESTRICTED

SCHEDULE OF COMPANY RESTRICTED STOCK AWARDS (Details) - Restricted Stock [Member]	Dec. 31, 2022 USD ($) 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 | $	$ (11,168,000)
Canceled, shares | shares	(1,500,000)
Deferred compensation canceled | $	$ (11,027,000)
Shares, balance | shares	10,000,000
Deferred compensation | $

SCHEDULE OF RESTRICTED STOCK GR

SCHEDULE OF RESTRICTED STOCK GRANT COMPENSATION EXPENSE (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock grant compensation	$ (4,791,000)
Two Thousand Twenty Two Accretion Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock grant compensation	6,377,000
Reversal Two Thousand Twenty One Accretion Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock grant compensation	(4,791,000)
Reversal Two Thousand Twenty Two Accretion Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock grant compensation	$ (6,377,000)

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Number of Number of Stock Option Shares, Outstanding, Beginning Balance		385,000
Exercise Price Range Per Share, Outstanding, Beginning
Weighted Average Exercise Price, Outstanding, Beginning		0.001
Relative Fair Value, Outstanding, Beginning
Aggregate Intrinsic Value, Beginning Balance		$ 7,315
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
Exercise Price Range Per Share, Expired
Weighted Average Exercise Price, Expired
Relative Fair Value, Expired
Aggregate Intrinsic Value, Expired
Number of Number of Stock Option Shares, Outstanding, Beginning Balance
Exercise Price Range Per Share, Outstanding, Beginning
Weighted Average Exercise Price, Outstanding, Beginning
Relative Fair Value, Outstanding, Beginning
Aggregate Intrinsic Value, Beginning Balance
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, 2022	Dec. 31, 2021
Equity [Abstract]
Number of warrants issued, Outstanding, Beginning of period	2,021,304	353,804
Weighted Average Strike Price/Share, Outstanding, Beginning of period	$ 1.80	$ 1.50
Weighted Average Remaining Contractual Term (Years)	2 years 11 months 23 days	2 years 10 months 17 days
Weighted Average Grant Date Fair Value/Share, Ending of period	$ 1.14	$ 0.18
Aggregate intrinsic value, Beginning of period	$ 0.17
Number of warrants issued, Granted		1,667,500
Weighted Average Strike Price/Share, Granted		$ 1.86
Weighted Average Remaining Contractual Term (Years), Granted		3 years
Weighted Average Grant Date Fair Value/Share, Granted		$ 1.67
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	(253,000)
Weighted Average Strike Price/Share, Expired	$ 1.80
Weighted Average Grant Date Fair Value/Share, Expired	1.14
Aggregate intrinsic value, Expired	$ 0.17
Number of warrants issued, Outstanding, Ending of period	1,768,304	2,021,304
Weighted Average Strike Price/Share, Outstanding, ending of period	$ 1.84	$ 1.80
Weighted Average Remaining Contractual Term (Years)	3 years	2 years 11 months 23 days
Weighted Average Grant Date Fair Value/Share, ending balance	$ 1.49	$ 1.14
Aggregate intrinsic value, ending balance		$ 0.17
Number of warrants issued, Vested and Exercisable, Ending of period	1,768,304	2,021,304
Weighted Average Strike Price/Share, Vested and Exercisable, Ending of period	1.84	1.80
Weighted Average Remaining Contractual Term (Years), Vested and Exercisable	3 years	2 years 11 months 23 days
Weighted Average Grant Date Fair Value/Share, Vested and Exercisable, Ending of period	1.49	1.14
Aggregate intrinsic value, Vested and Exercisable, Ending of period		0.17
Number of warrants issued, Unvested, Ending of period
Weighted Average Strike Price/Share, Unvested, Ending of period
Weighted Average Grant Date Fair Value/Share, Unvested, Ending of period
Aggregate intrinsic value, Unvested, Ending of period
Weighted Average Remaining Contractual Term (Years)	2 years 11 months 23 days

SCHEDULE OF FAIR VALUE OF WARRA

SCHEDULE OF FAIR VALUE OF WARRANTS (Details)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / 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, Risk Free Interest Rate [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield		0.27
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield		0.42
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield		405
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield		406
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield		0
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price
Measurement Input, Share Price [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price		$ 0.10
Measurement Input, Share Price [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price		$ 1.95

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Aug. 17, 2021

Feb. 11, 2020

Oct. 31, 2021

May 31, 2021

Mar. 31, 2021

Feb. 28, 2021

Jan. 31, 2021

Mar. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Sep. 15, 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

Conversion of debt

$ 4,613,000

$ 4,613,000

Remaining cash liability

$ 30,000

$ 30,000

Stock Issued During Period, Value, Issued for Services

$ 575,000

Option to purchase 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

Compensation expenses

$ 195,000

Fair value assumptions, expected volatility rate

359%

Expected Term

3 years

Risk Free Interest Rate

43%

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

Minimum [Member]

Class of Stock [Line Items]

Debt Instrument, Convertible, Conversion Price

$ 1

$ 1

Maximum [Member]

Class of Stock [Line Items]

Debt Instrument, Convertible, Conversion Price

$ 1.25

$ 1.25

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]

Reduction amount

$ 98,000

Stock issued during period shares new issues

75,000

Chief Financial Officer [Member] | Minimum [Member]

Class of Stock [Line Items]

Due to related parties

128,000

Chief Financial Officer [Member] | Maximum [Member]

Class of Stock [Line Items]

Due to related parties

$ 30,000

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

Payments to consultants

$ 20,000

Restricted common stock shares granted

10,000,000

10,000,000

Shares Issued, Price Per Share

$ 1.93

Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures

$ 22,195,000

Chief Technology Officer [Member]

Class of Stock [Line Items]

Restricted common stock shares granted

1,500,000

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 purchase 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 EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net income (loss)	$ 2,181,000	$ (6,749,000)
Effect of dilutive instruments
Convertible notes interest expense	204,000
Numerator for diluted EPS	$ 2,385,000	$ (6,749,000)
Denominator
Denominator - for basic EPS	14,495,621	19,482,261
Effect of dilutive instruments
Warrants	721,006
Restricted stock awards	10,000,000
Convertible notes	4,125,699
Dilutive potential common shares	14,846,705
Denominator for diluted EPS	29,342,327	19,482,261
Basic EPS	$ 0.15	$ (0.35)
Diluted EPS	$ 0.08	$ (0.35)

EARNINGS (LOSS) PER SHARE (Deta

EARNINGS (LOSS) PER SHARE (Details Narrative) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	7,562,307	19,390,002
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities		3,942,608
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities		3,947,394
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities		11,500,000
Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	14,846,705	19,390,002

SCHEDULE OF COMPONENTS OF DEFER

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Intangible assets	$ 1,000
Impairment loss	38,000
Interest expense limitations	802,000
Stock-based compensation	9,000	1,488,000
Expected income tax benefit from NOL carry-forwards	859,000	1,002,000
Less valuation allowance	(1,709,000)	(2,490,000)
Deferred tax assets, net of valuation allowance

SCHEDULE OF RECONCILIATION OF I

SCHEDULE OF RECONCILIATION OF INCOME TAX (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal statutory income tax rate	21%	21%
Change in valuation allowance on net operating loss carry-forwards	(21.00%)	(21.00%)
Effective income tax rate	0%	0%

DEFERRED TAX ASSETS AND INCOM_3

DEFERRED TAX ASSETS AND INCOME TAX PROVISION (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss deferred tax	$ 3,070,000
Deferred tax assets net	1,708,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ (782,000)	$ 2,191,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)				12 Months Ended
	Apr. 10, 2023 shares	Mar. 30, 2023 USD ($) a $ / shares shares	Mar. 27, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues
Issuance of common stock purchase price payable				$ 10,000,000
Share price | $ / shares					$ 1.95
Promissory note				$ 61,000	$ 111,000	$ 11,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Area of Land | a		80
Stock Issued During Period, Value, New Issues		$ 3,360,000
Non refundable deposit		84,000
Escrow Deposit		84,000
Issuance of common stock purchase price payable		$ 1,680,000
Stock issued during period, shares, new issues | shares		840,000
Share price | $ / shares		$ 1
Promissory note		$ 840,000
Shares issued, price per share | $ / shares		$ 2
Subsequent Event [Member] | Restricted Stock [Member] | Hyuncheol Peter Kim [Member]
Subsequent Event [Line Items]
Cancellation of restricted stock awards | shares	10,000,000
Subsequent Event [Member] | Employment Agreement [Member]
Subsequent Event [Line Items]
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold			$ 250,000
Construction of data center			$ 350,000
Percentage of contracted colocation capacity			25%
Cash annual bonus | shares			2,000,000
Subsequent Event [Member] | Employment Agreement [Member] | Maximum [Member]
Subsequent Event [Line Items]
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold			$ 300,000
Subsequent Event [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Subsequent Event [Line Items]
Secured overnight financing, variable interest rate		2%