CalEthos (GEDC) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-50331
Entity Registrant Name	CalEthos, Inc.
Entity Central Index Key	0001174891
Entity Tax Identification Number	98-0371433
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	11753 Willard Avenue
Entity Address, City or Town	Tustin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92782
City Area Code	(714)
Local Phone Number	352-5315
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,495,621

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 1,913,000	$ 2,067,000
Prepaid and other current assets		4,000
Total current assets	1,913,000	2,071,000
Other assets	84,000
Total assets	1,997,000	2,071,000
Current liabilities
Accounts payable and accrued expenses	663,000	540,000
Convertible promissory notes, net	4,613,000	4,613,000
Notes payable	61,000	61,000
Total current liabilities	5,337,000	5,214,000
Stockholders’ deficit
Preferred stock, value
Common stock par value $0.001: 100,000,000 shares authorized; 24,495,621 and 24,495,621 shares issued and outstanding	24,000	24,000
Additional paid-in capital	11,480,000	11,480,000
Other comprehensive income	7,000	5,000
Stock subscription receivable	(2,000)	(2,000)
Accumulated deficit	(14,849,000)	(14,650,000)
Total stockholders’ deficit	(3,340,000)	(3,143,000)
Total liabilities and stockholders’ deficit	1,997,000	2,071,000
Series A Convertible Preferred Stock [Member]
Stockholders’ deficit
Preferred stock, value

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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	24,495,621
Common stock, shares outstanding	24,495,621	24,495,621
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenues
Operating expenses
Professional fees	89,000	3,415,000
General and administrative expenses	8,000	4,000
Total operating expenses	97,000	3,419,000
Loss from operations	(97,000)	(3,419,000)
Other income (expenses)
Interest income	14,000
Financing costs	(116,000)	(507,000)
Total other expenses	(102,000)	(507,000)
Loss before provision for income taxes	(199,000)	(3,926,000)
Provision for income taxes
Net loss	$ (199,000)	$ (3,926,000)
Net loss per share, basic and diluted	$ (0.01)	$ (0.15)
Weighted average common shares outstanding – basic and diluted	24,495,621	25,995,621
Comprehensive income (loss):
Foreign currency translation adjustment	$ 2,000	$ (3,000)
Comprehensive loss	$ (197,000)	$ (3,929,000)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Convertible Preferred Stock [Member]	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, 2021			$ 26,000	$ 16,269,000	$ (2,000)	$ (2,000)	$ (16,831,000)	$ (540,000)
Beginning balance, shares at Dec. 31, 2021			25,995,621
Foreign currency translation loss						(3,000)		(3,000)
Net loss							(3,926,000)	(3,926,000)
Restricted stock grants				3,170,000				3,170,000
Restricted stock grants, shares
Ending balance, value at Mar. 31, 2022			$ 26,000	19,439,000	(2,000)	(5,000)	(20,757,000)	(1,299,000)
Ending balance, shares at Mar. 31, 2022			25,995,621
Beginning balance, value at Dec. 31, 2022			$ 24,000	11,480,000	(2,000)	5,000	(14,650,000)	(3,143,000)
Beginning balance, shares at Dec. 31, 2022			24,495,621
Foreign currency translation loss						2,000		2,000
Net loss							(199,000)	(199,000)
Ending balance, value at Mar. 31, 2023			$ 24,000	$ 11,480,000	$ (2,000)	$ 7,000	$ (14,849,000)	$ (3,340,000)
Ending balance, shares at Mar. 31, 2023			24,495,621

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash Flows From Operating Activities
Net loss	$ (199,000)	$ (3,926,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of convertible promissory note discounts		487,000
Fair value of equity-based compensation		3,170,000
Changes in operating assets and liabilities
Prepaid expenses and other current assets	4,000	(14,000)
Accounts payable and accrued expenses	124,000	49,000
Net Cash Used in Operating Activities	(71,000)	(234,000)
Cash Flows From Investing Activities
Other assets	(84,000)	(37,000)
Net Cash Used in Investing Activities	(84,000)	(37,000)
Cash Flows From Financing Activities
Repayments of notes payable		(25,000)	$ (50,000)
Net Cash Used in Financing Activities		(25,000)
Effect of exchange rate changes on cash and cash equivalents	1,000	(2,000)
Net decrease in Cash	(154,000)	(298,000)
Cash, Beginning of Period	2,067,000	3,047,000	3,047,000
Cash, End of Period	1,913,000	2,749,000	$ 2,067,000
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities:
Reclassification of other assets to intangible assets		$ 38,000

ORGANIZATION AND ACCOUNTING POL

ORGANIZATION AND ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
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 data center operation using the latest energy-efficient immersion, liquid and conventional cooling technologies and provide wholesale colocation services to enterprise IT and hyperscale 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 the 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. 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 Condensed Consolidated Financial Statements and notes thereto are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The March 31, 2023, condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim three-months ended March 31, 2023 and 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or for any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K filed with the SEC on April 17, 2023. Liquidity and Going Concern The Company incurred net loss of approximately $ 199,000 14,849,000 The Company’s condensed 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. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable 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. Earnings Per Share The Company uses ASC 260, “ Earnings Per Share Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the three months ended March 31, 2023 and 2022 because their inclusion would be anti-dilutive. Common stock equivalents amounted to 7,510,448 19,011,450 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.

OTHER ASSETS

OTHER ASSETS	3 Months Ended
	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
OTHER ASSETS	Note 2 – Other Assets OTHER ASSETS On March 30, 2023, the Company signed an option agreement to acquire 80 3,360,000 September 2024 84,000 84,000 84,000 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”) under specific circumstances. However, the Put Option expires if the Company’s common stock trades above $2.00 per share for 120 consecutive days. If the Company’s common stock trades below $2.00 per for 10 consecutive days, the Holder has the option for the Company to repurchase the Purchase Shares for $2.00 per share

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Note 3 – Accounts Payable and Accrued Expenses ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the Company’s accounts payable and accrued expense balances: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, December 31, 2023 2022 Accounts payable $ 186,000 $ 186,000 Accrued expenses 35,000 28,000 Accrued interest 442,000 326,000 Accounts payable and accrued expenses $ 663,000 $ 540,000 Accrued Interest The following table presents the details of accrued interest: SCHEDULE OF ACCRUED INTEREST March 31, December 31, 2023 2022 Notes payable $ 19,000 $ 17,000 Convertible promissory notes 423,000 309,000 Balance, end of the year $ 442,000 $ 326,000

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2023
Notes Payable
NOTES PAYABLE	Note 4 – Notes Payable NOTES PAYABLE The table below summarizes the transactions: SCHEDULE OF NOTES PAYABLE March 31, December 31, 2023 2022 Balance, beginning of the year $ 61,000 $ 111,000 Additions - - Payments - (50,000 ) Balance, end of the year $ 61,000 $ 61,000 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 April 22, 2021, the Company issued a promissory note in the principal amount of $ 50,000 10% April 22, 2022 15% 50,000 12,000 Interest expense on notes payable amounted to $ 2,000 2,000

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES	Note 5 – Convertible Promissory Notes CONVERTIBLE PROMISSORY NOTES During the years ended December 2020 and 2019, the Company issued convertible promissory notes for approximately $ 708,000 193,000 In 2021, the Company issued two convertible promissory notes of $ 55,000 3,850,000 3,550,000 355,000 March 1, 2022 August 31, 2022 10% 230,000 1.00 1.25 100,000 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 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 nil and approximately $ 487,000 The convertible promissory notes consisted of the following: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES March 31, December 31, 2023 2022 Principal Balance, beginning of year $ 4,613,000 $ 4,613,000 Additions - - Balance, end of period 4,613,000 4,613,000 Discount Balance, beginning of year - 1,526,000 Additions - - Amortization - (1,526,000 ) Balance, end of period - - Net carrying amount $ 4,613,000 $ 4,613,000 Potential future shares to be issued on conversion of the notes as of the dates indicated are as follows: SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES March 31, December 31, 2023 2022 Principal $ 4,613,000 $ 4,613,000 Interest 423,000 309,000 Total 5,036,000 4,922,000 Conversion price per share 1.00 1.25 1.00 1.25 Potential future share 4,220,448 4,125,699 The default interest expense for the convertible promissory notes amounted to $ 114,000 18,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 6 – 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.

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
EQUITY	N ote 7 – Equity EQUITY Warrants Expired During the three months ended March 31, 2023, a total of 73,304 1,695,000 1.46 .75

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 8 – 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 there are no reportable events except for the following. Cancellation of Restricted Stock Awards On April 10, 2023, the Company completed the required paperwork for our transfer agent to cancel 10,000,000

ORGANIZATION AND ACCOUNTING P_2

ORGANIZATION AND ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Korean entity	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 Condensed Consolidated Financial Statements and notes thereto are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The March 31, 2023, condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim three-months ended March 31, 2023 and 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or for any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K filed with the SEC on April 17, 2023.
Liquidity and Going Concern	Liquidity and Going Concern The Company incurred net loss of approximately $ 199,000 14,849,000 The Company’s condensed 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. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable 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.
Earnings Per Share	Earnings Per Share The Company uses ASC 260, “ Earnings Per Share Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the three months ended March 31, 2023 and 2022 because their inclusion would be anti-dilutive. Common stock equivalents amounted to 7,510,448 19,011,450
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.

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES	The following table summarizes the Company’s accounts payable and accrued expense balances: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, December 31, 2023 2022 Accounts payable $ 186,000 $ 186,000 Accrued expenses 35,000 28,000 Accrued interest 442,000 326,000 Accounts payable and accrued expenses $ 663,000 $ 540,000
SCHEDULE OF ACCRUED INTEREST	The following table presents the details of accrued interest: SCHEDULE OF ACCRUED INTEREST March 31, December 31, 2023 2022 Notes payable $ 19,000 $ 17,000 Convertible promissory notes 423,000 309,000 Balance, end of the year $ 442,000 $ 326,000

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2023
Notes Payable
SCHEDULE OF NOTES PAYABLE	The table below summarizes the transactions: SCHEDULE OF NOTES PAYABLE March 31, December 31, 2023 2022 Balance, beginning of the year $ 61,000 $ 111,000 Additions - - Payments - (50,000 ) Balance, end of the year $ 61,000 $ 61,000

CONVERTIBLE PROMISSORY NOTES (T

CONVERTIBLE PROMISSORY NOTES (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES	The convertible promissory notes consisted of the following: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES March 31, December 31, 2023 2022 Principal Balance, beginning of year $ 4,613,000 $ 4,613,000 Additions - - Balance, end of period 4,613,000 4,613,000 Discount Balance, beginning of year - 1,526,000 Additions - - Amortization - (1,526,000 ) Balance, end of period - - Net carrying amount $ 4,613,000 $ 4,613,000
SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES	Potential future shares to be issued on conversion of the notes as of the dates indicated are as follows: SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES March 31, December 31, 2023 2022 Principal $ 4,613,000 $ 4,613,000 Interest 423,000 309,000 Total 5,036,000 4,922,000 Conversion price per share 1.00 1.25 1.00 1.25 Potential future share 4,220,448 4,125,699

ORGANIZATION AND ACCOUNTING P_3

ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended
	Nov. 05, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Number of common shares authorized to issued		100,000,000		100,000,000
Shares were issued	10,000
Net income (loss)		$ 199,000	$ 3,926,000
Accumulated deficit		$ 14,849,000		$ 14,650,000
Antidilutive securities		7,510,448	19,011,450
AIQ System Inc. [Member]
Number of common shares authorized to issued	3,000,000
AIQ System Inc. [Member] | KOREA, REPUBLIC OF
Shares were issued	100,000,000
Number of shares issued, value	$ 89,000
Ownership percentage	100%

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative)	Mar. 30, 2023 USD ($) a $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Escrow funds	$ 84,000
Purchase price payable with issuance of share		$ 61,000	$ 61,000	$ 111,000
Option Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of acres of commercially zoned land | a	80
Purchase price	$ 3,360,000
Option expiration description	September 2024
Non-refundable deposit	$ 84,000
Escrow funds	84,000
Purchase price payable with cash payment	$ 1,680,000
Purchase price payable with issuance of share | shares	840,000
Shares issued price per share | $ / shares	$ 1
Purchase price payable with issuance of share	$ 840,000
Repurchase description of shares	However, the Put Option expires if the Company’s common stock trades above $2.00 per share for 120 consecutive days. If the Company’s common stock trades below $2.00 per for 10 consecutive days, the Holder has the option for the Company to repurchase the Purchase Shares for $2.00 per share
Option Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Interest rate, stated percentage	2%

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 186,000	$ 186,000
Accrued expenses	35,000	28,000
Accrued interest	442,000	326,000
Accounts payable and accrued expenses	$ 663,000	$ 540,000

SCHEDULE OF ACCRUED INTEREST (D

SCHEDULE OF ACCRUED INTEREST (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Notes payable	$ 19,000	$ 17,000
Convertible promissory notes	423,000	309,000
Balance, end of the year	$ 442,000	$ 326,000

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Notes Payable
Balance, beginning of the year	$ 61,000	$ 111,000	$ 111,000
Additions
Payments		$ (25,000)	(50,000)
Balance, end of the year	$ 61,000		$ 61,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)			3 Months Ended
	Apr. 22, 2021	Jul. 07, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Short-Term Debt [Line Items]
Accrued interest			$ 442,000		$ 326,000
Interest expense, debt			114,000	$ 18,000
Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 11,000	11,000
Increase in interest rate		10%
Accrued interest			3,000
Interest expense, debt			2,000	$ 2,000
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			$ 12,000
Debt instrument, interest rate	10%
Debt instrument, maturity date	Apr. 22, 2022

SCHEDULE OF CONVERTIBLE PROMISS

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - Convertible Notes Payable [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Balance, beginning of year	$ 4,613,000	$ 4,613,000
Additions
Balance, end of period	4,613,000	4,613,000
Balance, beginning of year		1,526,000
Additions
Amortization		(1,526,000)
Balance, end of period
Net carrying amount	$ 4,613,000	$ 4,613,000

SCHEDULE OF POTENTIAL FUTURE SH

SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Principal	$ 4,613,000	$ 4,613,000
Interest	423,000	309,000
Total	$ 5,036,000	$ 4,922,000
Potential future share	4,220,448	4,125,699
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)	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Short-Term Debt [Line Items]
Convertible promissory notes					$ 708,000	$ 708,000
Accrued and unpaid interest	$ 442,000			$ 326,000
Accrued interest	230,000
Indebtedness for borrowed money maximum limit	$ 100,000
Issuance of warrant price per share | $ / shares	$ 1.46
Fair value of warrants	$ 1,690,000
Fair value of common stock estimated life	9 months
Amortization of debt discount	$ 487,000	$ 487,000
Default interest expense	$ 114,000	$ 18,000
Minimum [Member]
Short-Term Debt [Line Items]
Debt instruments, conversion price | $ / shares	$ 1			$ 1
Maximum [Member]
Short-Term Debt [Line Items]
Debt instruments, conversion price | $ / shares	$ 1.25			$ 1.25
Warrant [Member]
Short-Term Debt [Line Items]
Issuance of warrants to purchase of common stock | shares	1,567,500
Fair value of warrants	$ 3,004,000
Warrant [Member] | Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Fair value of common stock estimated life	3 years
Warrant [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Issuance of warrant price per share | $ / shares	$ 1.50
Warrant [Member] | Minimum [Member] | Measurement Input, Option Volatility [Member]
Short-Term Debt [Line Items]
Warrants measurement input	404.91
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants measurement input	0.27
Warrant [Member] | Minimum [Member] | Measurement Input, Share Price [Member]
Short-Term Debt [Line Items]
Share price | $ / shares	$ 0.10
Warrant [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Issuance of warrant price per share | $ / shares	$ 1.87
Warrant [Member] | Maximum [Member] | Measurement Input, Option Volatility [Member]
Short-Term Debt [Line Items]
Warrants measurement input	405.93
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants measurement input	0.42
Warrant [Member] | Maximum [Member] | Measurement Input, Share Price [Member]
Short-Term Debt [Line Items]
Share price | $ / shares	$ 1.95
Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Accrued and unpaid interest	$ 193,000
Convertible Promissory Note One [Member]
Short-Term Debt [Line Items]
Convertible promissory note			$ 55,000
Proceed from convertible debt			3,550,000
Original issue discount			$ 355,000
Debt instrument, maturity date			Mar. 01, 2022
Increase in interest rate			10%
Debt instruments, conversion price | $ / shares			$ 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 | $ / shares			$ 1.25

EQUITY (Details Narrative)

EQUITY (Details Narrative)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Remaining outstanding balance	1,695,000
Weighted average exercise price | $ / shares	$ 1.46
Average remaining life	9 months
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant shares expired	73,304

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Apr. 10, 2023 shares
Restricted Stock [Member] | Former Chief Technology Officer [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Cancellation of restricted stock awards	10,000,000