CalEthos (GEDC) 10-K 9 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 30, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
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
Title of 12(g) Security	Common Stock, $0.001 par value
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			$ 2,770,711
Entity Common Stock, Shares Outstanding		24,330,540
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	RBSM LLP
Auditor Location	New York, NY
Auditor Firm ID	587

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 308,000	$ 2,067,000
Prepaid and other current expenses	10,000	4,000
Total current assets	318,000	2,071,000
Data center costs	2,262,000
Other assets
Total assets	2,580,000	2,071,000
Current liabilities
Accounts payable and accrued expenses	670,000	540,000
Convertible promissory notes, net	341,000	4,613,000
Notes payable	11,000	61,000
Total current liabilities	1,022,000	5,214,000
Stockholders’ equity (deficit)
Preferred stock value
Common stock par value $0.001: 100,000,000 shares authorized; 24,345,598 and 24,495,621 shares issued and outstanding	24,000	24,000
Additional paid-in capital	20,807,000	11,480,000
Other comprehensive income	9,000	5,000
Stock subscription receivable	(2,000)	(2,000)
Accumulated deficit	(19,280,000)	(14,650,000)
Total stockholders’ equity (deficit)	1,558,000	(3,143,000)
Total liabilities and stockholders’ equity (deficit)	2,580,000	2,071,000
Series A Convertible Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred stock value

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 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 shares, par value	$ 0.001	$ 0.001
Common stock shares, authorized	100,000,000	100,000,000
Common stock shares, issued	24,345,598	24,495,621
Common stock shares, outstanding	24,345,598	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

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues
Operating Expenses
Professional fees	344,000	667,000
Equity-based compensation	3,032,000	(4,791,000)
General and administrative expenses	38,000	52,000
Payroll and related expense	51,000
Impairment loss		154,000
Operating expense	3,465,000	(3,918,000)
(Loss) income from operations	(3,465,000)	3,918,000
Other income (expenses)
Interest income	50,000	7,000
Gain on settlement of debt	23,000
Financing costs	(252,000)	(1,744,000)
Loss on extinguishment of debt	(986,000)
Total other expenses	(1,165,000)	(1,737,000)
(Loss) income before provision for income taxes	(4,630,000)	2,181,000
Provision for income taxes
Net (loss) income	$ (4,630,000)	$ 2,181,000
Net (loss) income per share - Basic	$ (0.24)	$ 0.15
Net (loss) income per share - Diluted	$ (0.24)	$ 0.08
Weighted Average common shares outstanding - Basic	19,157,230	14,495,621
Weighted Average common shares outstanding - Diluted	19,157,230	29,342,327
Comprehensive (loss) income
Net (loss) income	$ (4,630,000)	$ 2,181,000
Foreign currency translation gain	4,000	7,000
Comprehensive (loss) income	$ (4,626,000)	$ 2,188,000

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Equity (Deficit) - 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
Balance at Dec. 31, 2021			$ 26,000	$ 16,269,000	$ (2,000)	$ (2,000)	$ (16,831,000)	$ (540,000)
Balance, shares at Dec. 31, 2021			25,995,621
Equity-based compensation				6,377,000				6,377,000
Cancellation of shares equity-based compensation			$ (2,000)	(11,166,000)				(11,168,000)
Cancellation of shares equity-based compensation, shares			(1,500,000)
Foreign currency translation income						7,000		7,000
Net income (loss)							2,181,000	2,181,000
Balance at Dec. 31, 2022			$ 24,000	11,480,000	(2,000)	5,000	(14,650,000)	(3,143,000)
Balance, shares at Dec. 31, 2022			24,495,621
Equity-based compensation				3,368,000				3,368,000
Cancellation of shares equity-based compensation			$ (10,000)	10,000
Cancellation of shares equity-based compensation, shares			(10,000,000)
Foreign currency translation income						4,000		4,000
Net income (loss)							(4,630,000)	(4,630,000)
Shares issued for extinguishment of debt			$ 10,000	5,949,000				5,959,000
Shares issued for extinquishment of debt, shares			9,849,977
Balance at Dec. 31, 2023			$ 24,000	$ 20,807,000	$ (2,000)	$ 9,000	$ (19,280,000)	$ 1,558,000
Balance, shares at Dec. 31, 2023			24,345,598

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities
Net (loss) income	$ (4,630,000)	$ 2,181,000
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Impairment		154,000
Amortization of convertible promissory note discounts		1,526,000
Forfeiture of restricted stock awards		(11,168,000)
Fair value of equity-based compensation	3,032,000	6,377,000
Gain on settlement of accounts payable	(23,000)
Loss on extinguishment of debt	986,000
Changes in operating assets and liabilities
Prepaid expenses and other current assets	(6,000)	3,000
Accounts payable and accrued expenses	606,000	107,000
Net Cash Used in Operating Activities	(35,000)	(820,000)
Cash Flows From Investing Activities
Project development cost	(1,730,000)
Other assets		(105,000)
Net Cash Used in Investing Activities	(1,730,000)	(105,000)
Cash Flows From Financing Activities
Repayments of notes payable		(50,000)
Net Cash Used in Financing Activities		(50,000)
Effect of exchange rate changes on cash and cash equivalents	6,000	(5,000)
Net decrease in Cash	(1,759,000)	(980,000)
Cash, Beginning of Period	2,067,000	3,047,000
Cash, End of Period	308,000	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
Equity-based compensation capitalized	336,000
Common stock issued from forgiven debt	$ 4,974,000

ORGANIZATION AND ACCOUNTING POL

ORGANIZATION AND ACCOUNTING POLICIES	12 Months Ended
	Dec. 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 data center operation using the latest energy-efficient building materials and cooling technologies and to 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 invest in or joint venture with other more-established companies already in the industry that would add value to the Company’s business strategy. As of July 2022, the Company’s board of directors resolved to focus exclusively on developing a clean-energy-powered data center. 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 a net loss of approximately $ 4,630,000 19,280,000 no 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 services; the 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 the Company’s 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 the development of the Company’s data center campus development, approvals for construction permits, construction times, delivery of critical equipment, market demand for the Company’s wholesale colocation data center services, the timing of customer commitments for data center space, the management of working capital, and payment terms and conditions for purchase of the Company’s 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 raise additional funding from investors or through other avenues, it may not be able to continue as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of and for the year ended December 31, 2023, 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 22,000 1,817,000 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. Data Center Cost Data center cost is stated at cost, which includes the cost incurred to complete phase I of our data center development plan. Phase I costs include the option payment for the land and the cost of consulting firms to provide power and connectivity assessments, feasibility studies, engineering plans, and project benchmarking. Also data center cost includes internal cost such as payroll related cost and debt interest cost. In accordance with ASC 360-10-35, the Company reviews the carrying amounts of data center cost when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash-generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash-generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the cash-generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. As of December 31, 2023, there have been no circumstances to indicate the asset may not be recoverable. 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. 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 The Company uses ASC 260, “ Earnings 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 COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Numerator 2023 2022 Net (loss) income $ (4,630,000 ) $ 2,181,000 Effect of dilutive instruments – convertible notes interest - 204,000 Numerator for diluted EPS $ (4,630,000 ) $ 2,385,000 Denominator Denominator – for basic EPS 19,157,230 14,495,621 Effect of dilutive instruments Convertible promissory notes and accrued interest - 4,125,699 Restricted stock units - 10,000,000 Warrants issued for services 721,006 Dilutive potential common shares - 14,846,705 Denominator for diluted EPS 19,157,230 29,342,327 Basic earnings per share $ (0.24 ) $ 0.15 Diluted earnings per share $ (0.24 ) $ 0.08 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, 2023 because their inclusion would be anti-dilutive. Common stock equivalents amounted to 13,484,743 Recent Accounting Pronouncements The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s consolidated financial condition or the results of its operations.

DATA CENTER COSTS

DATA CENTER COSTS	12 Months Ended
	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
DATA CENTER COSTS	Note 2 – Data Center Costs DATA CENTER COSTS On March 30, 2023, the Company signed an option agreement to acquire 80 3,360,000 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 Purchase 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 share for 10 consecutive days, the Holder has the option for the Company to repurchase the Purchase Shares for $2.00 per share. As of December 31, 2023, the Company has incurred costs of approximately $ 2,262,000 196,000

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	12 Months Ended
	Dec. 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 as of December 31,: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 2023 2022 Accounts payable $ 218,000 $ 186,000 Accrued expenses 330,000 28,000 Accrued interest 122,000 326,000 Accounts payable and accrued expenses $ 670,000 $ 540,000 Accrued Interest The following table presents the details of accrued interest as of December 31,: SCHEDULE OF ACCRUED INTEREST 2023 2022 Notes payable $ 7,000 $ 17,000 Convertible promissory notes 115,000 309,000 Balance, end of period $ 122,000 $ 326,000

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2023
Notes Payable
NOTES PAYABLE	Note 4 – Notes Payable NOTES PAYABLE The table below summarizes the transactions for the year ended December 31,: SCHEDULE OF NOTES PAYABLE 2023 2022 Balance, beginning of the year $ 61,000 $ 61,000 Additions – – Conversion (50,000 ) – Balance, end of the year $ 11,000 $ 61,000 On July 7, 2020, the Company issued a promissory note in the principal amount of $ 11,000 10 100,000 11,000 4,000 On April 22, 2021, the Company issued a promissory note in the principal amount of $ 50,000 10 April 22, 2022 15 11,000 7,000 In December 2023, the Company offer the 2021 Note holder to convert, without a time limit, the principal and interest into the Company’s common stock at a price of $ 0.96 50,000 17,000 67,000 196,010 188,000 The difference between the fair value of the consideration paid of approximately $ 188,000 67,000 121,000 Interest expense on these notes payable amounted to $ 9,000 14,000

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES	Note 5 – Convertible Promissory Notes CONVERTIBLE PROMISSORY NOTES Convertible promissory notes consisted of the following as of December 31,: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES 2023 2022 Principal Balance, beginning of year $ 4,613,000 $ 4,613,000 Additions – – Conversion (4,272,000 ) Balance, end of year 341,000 4,613,000 Discount Balance, beginning of year – 1,526,000 Additions – – Amortization – (1,526,000 ) Balance, end of year – – Net carrying amount $ 341,000 $ 4,613,000 The effective interest rate used to amortize the debt discount for the year ended December 31, 2022 ranged from 4.76 64.60 In December 2023, the Company offered each of the Convertible Promissory Note holders (“Holders”) to convert, without a time limit, the principal and interest into the Company’s common stock at a price ranging from $ 0.51 0.54 4,272,000 634,000 4,906,000 9,656,019 5,771,000 The difference between the fair value of the consideration paid of approximately $ 5,771,000 4,906,000 865,000 Interest expense on default convertible promissory notes amounted to $ 439,000 204,000 214,000 nil

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 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. 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. Employment Agreement In June 2023, the Company executed an employment agreement (“Employment Agreement”) to employ an individual to be the Company’s President and Chief Operating Officer (“Executive” or “COO”). As compensation for services rendered, the Executive will be paid a base salary of $ 250,000 1) when the necessary governmental permits are granted to start construction of the Data Center, 2) once the Data Center is operational and at least 25% of the planned MW’s of collation capacity is leased. Also, at the discretion of the Company, following each calendar year of continued employment, the Executive shall be eligible to receive a discretionary bonus of up to fifty percent (50%) of Executive’s base salary during the first year of employment, up to seventy-five percent (75%) of Executive’s then-current base salary during the second year of employment, and up to one-hundred percent (100%) of Executive’s then-current base salary during Executive’s third year of employment (the “Bonus”). Payment of the Bonus will be based on achieving certain goals and performance criteria established by the Company. 600,000 1,900,000 The Employment Agreement also provides for certain severance benefits upon termination by the Company without “cause” or by the Executive for good reason. In the event of a termination by the Company without cause or by the Executive for good reason after the first full year of employment, the Executive would be entitled to (i) continued payment of the base salary for the lesser of six months or the remaining term of the Employment Agreement, subject to the Executive signing a timely and effective separation agreement containing a release of all claims against the Company and other customary terms; provided, however, that if such termination is between the 91 st

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS DEFICIT	Note 7 – Stockholders Deficit STOCKHOLDERS DEFICIT June 2023 – Stock Options As part of the Employment Agreement, as defined in Note 6 – Commitments and Contingencies, the executive was granted an incentive stock option (“Incentive Option”) and a non-qualified stock option (“Non-Qual Option”) (collectively “Stock Options”) to purchase 600,000 1,900,000 0.50 The Incentive Option shall vest and become exercisable as follows: (i) options to purchase up to 200,000 shares of Common Stock shall vest and become exercisable on the first anniversary of the Grant Date; (ii) options to purchase up to 200,000 shares of Common Stock shall vest and become exercisable on the second anniversary of the Grant Date; and (iii) options to purchase up to 200,000 shares of Common Stock shall vest and become exercisable on the third anniversary of the Grant Date; provided that the Optionee is an employee in good standing with the Company on such applicable vesting date. The Incentive Option Grant Date fair value of $ 300,000 339 0.50 5 3.99 0 98,000 98,000 74,000 24,000 The Non-Qual Option shall vest and become exercisable as follows: (1) 216,666 216,668 (2) the remaining 1,250,000 a. 250,000 b. 250,000 c. 250,000 d. 500,000 The Company’s management has accounted for the Non-Qual Option in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by March 31, 2024, the second development phase (b) by September 30, 2024, the third development phase (c) by March 31, 2025 and the fourth development phase by September 30, 2025. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period. The Non-Qual Option Grant Date fair value of $ 875,000 was calculated using the Black Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility range of 137 % to 338 %, the fair value of common stock $ 0.50 , estimated life range of 3.9 years to 5.0 years, risk-free rate range of 3.99 % to 5.24 % and dividend rate of $ 0 . The calculated compensation for the year ended December 31, 2023 was approximately $ 279,000 of which $ 209,000 was capitalized as data center development cost and the remaining $ 70,000 December 2023 Stock Options In December 2023, the Board of Directors approved the issuance of stock options to the directors for the purchase of 500,000 750,000 404,000 1,654,000 0.54 The Director Options grant date fair value of approximately $ 860,000 224.03 0.54 3.5 4.12 0 860,000 In December 2023, the Board of Directors approved the issuance of stock options to the Company’s CEO and COO for the purchase of 1,000,000 1,000,000 0.54 The both the CEO and COO 1,000,000 (1) 166,667 500,000 (2) the remaining 500,000 a. 100,000 shares upon completion of the initial site development plan and Data Center design, and submission of a complete set of plans to Imperial County Planning and Development Department for approvals and permits. b. 100,000 c. 100,000 d. 200,000 shares) upon the signing of a build-to-suit contract or one or more contracts being signed for 50% or more of a constructed and operational wholesale colocation facility’s capacity. The Company’s management has accounted for the 2023 Executive Options in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by October 30, 2024, the second development phase (b) by February 2025, the third development phase (c) by April 1, 2025 and the fourth development phase (d) by September 1, 2026. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period. The 2023 Executive Options grant date fair value of $ 1,060,000 was calculated using the Black Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility range of 232.67 % to 235.04 %, the fair value of common stock $ 0.50 , estimated life range of 4.5 years to 4.77 years, risk-free rate of 4.12 % and dividend rate of $ 0 . For the year ended December 31, 2023, the Company recorded compensation expenses of approximately $ 59,000 , of which approximately $ 21,000 was expensed as compensation expense and approximately $ 38,000 was capitalized as data center cost. In December 2023, the Board of Directors approved the issuance of stock options to two consultants, an executive advisor and data center development advisor, for the purchase of 350,000 350,000 0.54 The 350,000 (1) 43,750 175,000 (2) the remaining 175,000 a. 35,000 b. 17,500 upon the Award of a GMP contract to a construction manager/company c. 17,500 d. 35,000 e. 70,000 The Company’s management has accounted for the data center development consultant options in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by October 1, 2024, the second development phase (b) by December 31, 2024, the third development phase (c) by April 1, 2025, and the fourth and fifth development phases (d) and (e) by September 1, 2026. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period. The data center development consultant options grant date fair value of $ 189,000 was calculated using the Black Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility 322.83 %, the fair value of common stock $ 0.50 , estimated life of 5.5 years, risk-free rate of 4.12 % and dividend rate of $ 0 . For the year ended December 31, 2023, the Company recorded compensation expenses of approximately $ 7,000 , which was capitalized as data center cost. The 350,000 a. 70,000 b. 35,000 c. 35,000 d. 70,000 e. 140,000 The Company’s management has accounted for the executive advisors options in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first development phase (a) will be completed by October 1, 2024, the second development phase (b) by December 31, 2024, the third development phase (c) by April 1, 2025, and the fourth and fifth development phases (d) and (e) by September 1, 2026. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period. The data center development consultant options grant date fair value of $ 182,000 was calculated using the Black Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility of 224.03 %, the fair value of common stock $ 0.50 , estimated life of 3.5 years, risk-free rate of 4.127 % and dividend rate of $ 0 . For the year ended December 31, 2023, the Company recorded compensation expenses of approximately $ 8,000 , which was capitalized as data center cost. SCHEDULE OF STOCK OPTION ACTIVITIES 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 - $ - - $ - $ – Granted - - - - - Forfeited – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2022 - - - - - Granted 6,854,000 0.53 7.00 0.51 2,980,000 Forfeited – – – – – Exercised – – – – – Expired - - - - - Balance, December 31, 2023 6,854,000 0.53 7.00 0.51 2,980,000 Vested and exercisable, December 31, 2023 1,654,000 0.54 7.00 0.52 695,000 Unvested, December 31, 2023 5,200,000 $ 0.52 7.00 $ 0.50 $ 2,285,000 Warrants In November 2023, the Company issued two warrants to purchase 2,000,000 3,545,801 0.54 2,056,000 123.0 0.54 2.5 4.33 0 2,056,000 During the year ended December 31, 2023, 100,804 1,567,500 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, 2022 2,021,304 $ 1.84 2.28 $ 1.80 $ - Granted - - - - - Forfeited – – – – – Exercised – – – – – Expired (253,000 ) 1.50 - 1.37 – Balance, December 31, 2022 1,768,304 1.84 1.58 1.86 - Granted 5,545,801 0.54 0.66 – – Forfeited (1,567,500 ) 1.86 – – – Exercised - – – – – Expired (100,804 ) 1.50 2.98 1.14 0.17 Balance, December 31, 2023 5,645,801 1.84 3.00 1.49 1,118,000 Vested and exercisable, December 31, 2022 5,645,801 1.84 3.00 1.49 1,118,000 Unvested, December 31, 2023 – $ – – $ – $ –

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	Note 8 – Income Taxes INCOME TAXES For the period ended December 31, 2023, the Company generated a current income tax provision of Nil no 6,295,000 6,288,000 The income tax (benefit)/expense attributable to loss consisted of the following, for the year ended December 31: SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE 2023 2022 Current provision for income taxes: Federal $ - $ - State - - Total current income tax - - Deferred tax expense: Federal - - State - - Total deferred tax - - Total income tax $ - $ - A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX 2023 2022 Taxes calculated at federal rate 21.0 % 21.0 % Permanent differences (13.8 ) - State tax, net of federal impact - - Return to provision - - Other 2.3 14.4 Change in valuation allowance (9.5 ) (35.4 ) Provision for income taxes 0 % 0 % The tax effects, rounded to thousands, of temporary differences that give rise to significant portions of the deferred tax assets at December 31, are presented below: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS 2023 2022 Deferred tax assets Net operating loss carryforwards $ 1,786,000 $ 1,661,000 Stock based compensation 328,000 9,000 Intangible assets 1,000 1,000 Impairment loss 38,000 38,000 Total deferred tax assets 2,153,000 1,709,000 Deferred tax liability Deferred tax liability - - Total deferred tax liability - - Net deferred tax assets 2,153,000 1,709,000 Valuation allowance (2,153,000 ) (1,709,000 ) Net deferred tax $ — $ — Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on all available evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets on December 31, 2023, and 2022. During the years ended December 31, 2023, and 2022, the valuation allowance increased (decreased) by $ 444,000 (782,000) On December 31, 2023, the Company has federal and state net operating loss carryforwards, which are available to offset future taxable income, of approximately $ 6,295,000 6,330,000 The Company files income tax returns in the United States and the state of California. The statute of limitation is 3 and 4 years for Federal and California, respectively. The first year that remains open is tax year ended December 31, 2020 and December 31, 2019 for Federal and California, respectively. As of December 31, 2023 and 2022, there are no unrecognized tax benefits, and there are no significant accruals for interest related to unrecognized tax benefits or tax penalties. The Company is in the process of analyzing its NOL and has not determined if the company has had any change of control issues that could limit the future use of NOL. The NOL carryforwards that were generated after 2017 of approximately $ 6,338,000 80

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 9 Subsequent Events SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date through the date the financial statements were issued to determine if they must be reported. The management determined there are no reportable events except for the following. In January and February 2024, the remaining convertible promissory notes principal balance and accrued interest of $ 341,000 115,000 884,942 In February 2024, the Company issued 100,000 In February 2024, issued a promissory note in the principal amount of $ 1,000,000 10 May 30, 2024 five 200,000 0.50 In February 2024, the Company hired a consulting firm to develop an environmental health and safety program compliant with ISO 45001 requirements for an estimated fee of $ 200,000 On March 1, 2024, the Company hired an individual as vice president of data center development with an annual salary of $ 225,000 240,000 250,000 the individual is eligible for an annual bonus of up to 25%, 35%, and 40% of the annual salary rd

ORGANIZATION AND ACCOUNTING P_2

ORGANIZATION AND ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary from the formation date. All material intercompany transactions and balances have been eliminated in consolidation.
Going Concern and Liquidity	Going Concern and Liquidity The Company incurred a net loss of approximately $ 4,630,000 19,280,000 no 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 services; the 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 the Company’s 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 the development of the Company’s data center campus development, approvals for construction permits, construction times, delivery of critical equipment, market demand for the Company’s wholesale colocation data center services, the timing of customer commitments for data center space, the management of working capital, and payment terms and conditions for purchase of the Company’s 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 raise additional funding from investors or through other avenues, it may not be able to continue as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.
Foreign Currency Translation	Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations.
Fair Value Measurement	Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of and for the year ended December 31, 2023, 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 22,000 1,817,000
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.
Data Center Cost	Data Center Cost Data center cost is stated at cost, which includes the cost incurred to complete phase I of our data center development plan. Phase I costs include the option payment for the land and the cost of consulting firms to provide power and connectivity assessments, feasibility studies, engineering plans, and project benchmarking. Also data center cost includes internal cost such as payroll related cost and debt interest cost. In accordance with ASC 360-10-35, the Company reviews the carrying amounts of data center cost when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash-generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash-generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the cash-generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. As of December 31, 2023, there have been no circumstances to indicate the asset may not be recoverable.
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.
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 The Company uses ASC 260, “ Earnings 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 COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Numerator 2023 2022 Net (loss) income $ (4,630,000 ) $ 2,181,000 Effect of dilutive instruments – convertible notes interest - 204,000 Numerator for diluted EPS $ (4,630,000 ) $ 2,385,000 Denominator Denominator – for basic EPS 19,157,230 14,495,621 Effect of dilutive instruments Convertible promissory notes and accrued interest - 4,125,699 Restricted stock units - 10,000,000 Warrants issued for services 721,006 Dilutive potential common shares - 14,846,705 Denominator for diluted EPS 19,157,230 29,342,327 Basic earnings per share $ (0.24 ) $ 0.15 Diluted earnings per share $ (0.24 ) $ 0.08 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, 2023 because their inclusion would be anti-dilutive. Common stock equivalents amounted to 13,484,743
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s consolidated financial condition or the results of its operations.

ORGANIZATION AND ACCOUNTING P_3

ORGANIZATION AND ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Numerator 2023 2022 Net (loss) income $ (4,630,000 ) $ 2,181,000 Effect of dilutive instruments – convertible notes interest - 204,000 Numerator for diluted EPS $ (4,630,000 ) $ 2,385,000 Denominator Denominator – for basic EPS 19,157,230 14,495,621 Effect of dilutive instruments Convertible promissory notes and accrued interest - 4,125,699 Restricted stock units - 10,000,000 Warrants issued for services 721,006 Dilutive potential common shares - 14,846,705 Denominator for diluted EPS 19,157,230 29,342,327 Basic earnings per share $ (0.24 ) $ 0.15 Diluted earnings per share $ (0.24 ) $ 0.08

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 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 as of December 31,: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 2023 2022 Accounts payable $ 218,000 $ 186,000 Accrued expenses 330,000 28,000 Accrued interest 122,000 326,000 Accounts payable and accrued expenses $ 670,000 $ 540,000
SCHEDULE OF ACCRUED INTEREST	The following table presents the details of accrued interest as of December 31,: SCHEDULE OF ACCRUED INTEREST 2023 2022 Notes payable $ 7,000 $ 17,000 Convertible promissory notes 115,000 309,000 Balance, end of period $ 122,000 $ 326,000

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Payable
SCHEDULE OF NOTES PAYABLE	The table below summarizes the transactions for the year ended December 31,: SCHEDULE OF NOTES PAYABLE 2023 2022 Balance, beginning of the year $ 61,000 $ 61,000 Additions – – Conversion (50,000 ) – Balance, end of the year $ 11,000 $ 61,000

CONVERTIBLE PROMISSORY NOTES (T

CONVERTIBLE PROMISSORY NOTES (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES	Convertible promissory notes consisted of the following as of December 31,: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES 2023 2022 Principal Balance, beginning of year $ 4,613,000 $ 4,613,000 Additions – – Conversion (4,272,000 ) Balance, end of year 341,000 4,613,000 Discount Balance, beginning of year – 1,526,000 Additions – – Amortization – (1,526,000 ) Balance, end of year – – Net carrying amount $ 341,000 $ 4,613,000

STOCKHOLDERS DEFICIT (Tables)

STOCKHOLDERS DEFICIT (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
SCHEDULE OF STOCK OPTION ACTIVITIES	SCHEDULE OF STOCK OPTION ACTIVITIES 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 - $ - - $ - $ – Granted - - - - - Forfeited – – – – – Exercised – – – – – Expired – – – – – Balance, December 31, 2022 - - - - - Granted 6,854,000 0.53 7.00 0.51 2,980,000 Forfeited – – – – – Exercised – – – – – Expired - - - - - Balance, December 31, 2023 6,854,000 0.53 7.00 0.51 2,980,000 Vested and exercisable, December 31, 2023 1,654,000 0.54 7.00 0.52 695,000 Unvested, December 31, 2023 5,200,000 $ 0.52 7.00 $ 0.50 $ 2,285,000
SCHEDULE OF WARRANTS ACTIVITY	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, 2022 2,021,304 $ 1.84 2.28 $ 1.80 $ - Granted - - - - - Forfeited – – – – – Exercised – – – – – Expired (253,000 ) 1.50 - 1.37 – Balance, December 31, 2022 1,768,304 1.84 1.58 1.86 - Granted 5,545,801 0.54 0.66 – – Forfeited (1,567,500 ) 1.86 – – – Exercised - – – – – Expired (100,804 ) 1.50 2.98 1.14 0.17 Balance, December 31, 2023 5,645,801 1.84 3.00 1.49 1,118,000 Vested and exercisable, December 31, 2022 5,645,801 1.84 3.00 1.49 1,118,000 Unvested, December 31, 2023 – $ – – $ – $ –

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE	The income tax (benefit)/expense attributable to loss consisted of the following, for the year ended December 31: SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE 2023 2022 Current provision for income taxes: Federal $ - $ - State - - Total current income tax - - Deferred tax expense: Federal - - State - - Total deferred tax - - Total income tax $ - $ -
SCHEDULE OF RECONCILIATION OF INCOME TAX	A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX 2023 2022 Taxes calculated at federal rate 21.0 % 21.0 % Permanent differences (13.8 ) - State tax, net of federal impact - - Return to provision - - Other 2.3 14.4 Change in valuation allowance (9.5 ) (35.4 ) Provision for income taxes 0 % 0 %
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS	The tax effects, rounded to thousands, of temporary differences that give rise to significant portions of the deferred tax assets at December 31, are presented below: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS 2023 2022 Deferred tax assets Net operating loss carryforwards $ 1,786,000 $ 1,661,000 Stock based compensation 328,000 9,000 Intangible assets 1,000 1,000 Impairment loss 38,000 38,000 Total deferred tax assets 2,153,000 1,709,000 Deferred tax liability Deferred tax liability - - Total deferred tax liability - - Net deferred tax assets 2,153,000 1,709,000 Valuation allowance (2,153,000 ) (1,709,000 ) Net deferred tax $ — $ —

SCHEDULE OF COMPUTATION OF BASI

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Net (loss) income	$ (4,630,000)	$ 2,181,000
Effect of dilutive instruments – convertible notes interest		204,000
Numerator for diluted EPS	$ (4,630,000)	$ 2,385,000
Denominator – for basic EPS	19,157,230	14,495,621
Convertible promissory notes and accrued interest		$ 4,125,699
Restricted stock units		10,000,000
Warrants issued for services		721,006
Dilutive potential common shares		14,846,705
Denominator for diluted EPS	19,157,230	29,342,327
Basic earnings per share	$ (0.24)	$ 0.15
Diluted earnings per share	$ (0.24)	$ 0.08

ORGANIZATION AND ACCOUNTING P_4

ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)		12 Months Ended
	Nov. 05, 2021	Dec. 31, 2023	Dec. 31, 2022
Number of common shares authorized to issued		100,000,000	100,000,000
Number of shares issued, value		$ 5,959,000
Net loss		4,630,000	$ (2,181,000)
Accumulated deficit		19,280,000	14,650,000
Recurring revenue from operation		0
Cash, FDIC insured amount		250,000
Prepaid insurance		22,000	$ 1,817,000
Common stock Equivalents amount		$ 13,484,743
KOREA, REPUBLIC OF
Number of shares issued	10,000
AIQ System Inc. [Member]
Number of common shares authorized to issued	3,000,000
AIQ System Inc. [Member] | KOREA, REPUBLIC OF
Number of shares issued	100,000,000
Number of shares issued, value	$ 89,000
Ownership percentage	100%

DATA CENTER COSTS (Details Narr

DATA CENTER COSTS (Details Narrative)		12 Months Ended
	Mar. 30, 2023 USD ($) a $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price payable with issuance of share		$ 11,000	$ 61,000
Development costs		2,262,000
Interest expense		$ 196,000
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
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 share 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 ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 218,000	$ 186,000
Accrued expenses	330,000	28,000
Accrued interest	122,000	326,000
Accounts payable and accrued expenses	$ 670,000	$ 540,000

SCHEDULE OF ACCRUED INTEREST (D

SCHEDULE OF ACCRUED INTEREST (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Notes payable	$ 7,000	$ 17,000
Convertible promissory notes	115,000	309,000
Balance, end of period	$ 122,000	$ 326,000

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Balance, beginning of the year	$ 61,000
Balance, end of the year	11,000	$ 61,000
Notes Payable [Member]
Short-Term Debt [Line Items]
Balance, beginning of the year	61,000	61,000
Additions
Conversion	(50,000)
Balance, end of the year	$ 11,000	$ 61,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)			1 Months Ended	12 Months Ended
	Apr. 22, 2021	Jul. 07, 2020	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Accrued interest			$ 122,000	$ 122,000	$ 326,000
Payment for liability settlement			5,771,000
Debt [Member]
Short-Term Debt [Line Items]
Debt instrumental principal amount			50,000	$ 50,000
Debt instrumental Periodic Payment			$ 67,000
Debt instrument Conversion price			$ 0.96	$ 0.96
Debt instrumental Payment interest			$ 17,000
Debt Conversion shares issued			196,010
Debt conversion Original Debt amount			$ 188,000
Payment for liability settlement			188,000
Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrumental principal amount		$ 11,000	11,000	$ 11,000
Increase in interest rate		10%
Accrued interest			4,000	4,000
Interest expense, debt				9,000	$ 14,000
Promissory Note [Member] | Borrower [Member]
Short-Term Debt [Line Items]
Debt instrumental Periodic Payment		$ 100,000
Promissory Note One [Member]
Short-Term Debt [Line Items]
Debt instrumental principal amount	$ 50,000		11,000	11,000
Increase in interest rate	15%
Accrued interest			7,000	$ 7,000
Debt instrument interest rate	10%
Debt instrument, maturity date	Apr. 22, 2022
Liability [Member]
Short-Term Debt [Line Items]
Payment for liability settlement			4,906,000
Liability [Member] | Debt [Member]
Short-Term Debt [Line Items]
Payment for liability settlement			67,000
Loss on Liability Settlement [Member]
Short-Term Debt [Line Items]
Payment for liability settlement			865,000
Loss on Liability Settlement [Member] | Debt [Member]
Short-Term Debt [Line Items]
Payment for liability settlement			$ 121,000

SCHEDULE OF CONVERTIBLE PROMISS

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - Convertible Notes Payable [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Balance, beginning of year	$ 4,613,000	$ 4,613,000
Additions
Conversion	(4,272,000)
Balance, end of year	341,000	4,613,000
Balance, beginning of year		1,526,000
Additions
Amortization		(1,526,000)
Balance, end of year
Net carrying amount	$ 341,000	$ 4,613,000

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Payment for liability settlement	$ 5,771,000
Data center cost		$ 2,262,000
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Default interest expense		439,000	$ 204,000
Data center cost		214,000
Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrumental principal amount	4,272,000	$ 4,272,000
Debt instrumental Payment interest	634,000
Debt instrumental Periodic Payment	$ 4,906,000
Debt Conversion shares issued	9,656,019
Debt conversion Original Debt amount	$ 5,771,000
Minimum [Member] | Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument Conversion price	$ 0.51	$ 0.51
Maximum [Member] | Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument Conversion price	$ 0.54	$ 0.54
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrumental principal amount	$ 341,000	$ 341,000	$ 4,613,000	$ 4,613,000
Convertible Notes Payable [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Effective interest rate debt discount percentage			4.76%
Convertible Notes Payable [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Effective interest rate debt discount percentage			64.60%
Liability [Member]
Short-Term Debt [Line Items]
Payment for liability settlement	4,906,000
Loss on Liability Settlement [Member]
Short-Term Debt [Line Items]
Payment for liability settlement	$ 865,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Employee salary compensation		1) when the necessary governmental permits are granted to start construction of the Data Center, 2) once the Data Center is operational and at least 25% of the planned MW’s of collation capacity is leased. Also, at the discretion of the Company, following each calendar year of continued employment, the Executive shall be eligible to receive a discretionary bonus of up to fifty percent (50%) of Executive’s base salary during the first year of employment, up to seventy-five percent (75%) of Executive’s then-current base salary during the second year of employment, and up to one-hundred percent (100%) of Executive’s then-current base salary during Executive’s third year of employment (the “Bonus”). Payment of the Bonus will be based on achieving certain goals and performance criteria established by the Company.
Incentive Option [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Share option granted to purchase	600,000	600,000
Non Qual Option [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Share option granted to purchase	1,900,000	1,900,000
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Base salary	$ 250,000

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITIES (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Equity [Abstract]
Number of Stock Option Shares, Outstanding, Beginning Balance | shares
Weighted Average Strike Price, Beginning
Weighted Average Exercise Price, Beginning
Weighted Average Grant Date Fair Value, Beginning
Aggregate Intrinsic Value, Beginning Balance | $
Number of Stock Option Shares, Granted | shares	6,854,000
Exercise Price Range Per Share, Granted	$ 0.53
Weighted Average Exercise Price, Granted	7
Relative Fair Value, Granted	0.51
Aggregate Intrinsic Value, Granted	$ 2,980,000
Number of Stock Option Shares, Forfeited | shares
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 | shares
Exercise Price Range Per Share, Exercised
Weighted Average Exercise Price, Exercised
Relative Fair Value, Exercised
Aggregate Intrinsic Value, Exercised
Number of Stock Option Shares, Expired | shares
Exercise Price Range Per Share, Expired
Weighted Average Exercise Price, Expired
Relative Fair Value, Expired
Aggregate Intrinsic Value, Expired
Number of Stock Option Shares, Outstanding, Ending Balance | shares	6,854,000
Weighted Average Strike Price, Ending	$ 0.53
Weighted Average Exercise Price, Ending	7
Weighted Average Grant Date Fair Value, Ending	$ 0.51
Aggregate Intrinsic Value, Ending Balance | $	$ 2,980,000
Number of Stock Option, Vested and Exercisable, Ending Balance | shares	1,654,000
Exercise Price Range Per Share, Vested and Exercisable	$ 0.54
Weighted Average Exercise Price, Vested and Exercisable	7
Weighted Average Grant Date Fair Value, Vested and Exercisable	$ 0.52
Aggregate Intrinsic Value, Vested and Exercisable | $	$ 695,000
Number of Stock Option, Unvested, Ending Balance | shares	5,200,000
Exercise Price Range Per Share, Unvested	$ 0.52
Weighted Average Exercise Price, Unvested	7
Weighted Average Grant Date Fair Value, Unvested	$ 0.50
Aggregate Intrinsic Value, Unvested | $	$ 2,285,000

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of warrants issued, Outstanding, Beginning of period	1,768,304	2,021,304
Weighted Average Strike Price/Share, Outstanding, Beginning of period	$ 1.84	$ 1.84
Weighted Average Remaining Contractual Term (Years)	1 year 6 months 29 days	2 years 3 months 10 days
Weighted Average Grant Date Fair Value/Share, Ending of period	$ 1.86	$ 1.80
Aggregate intrinsic value, Beginning of period
Number of warrants issued, Granted	5,545,801
Weighted Average Strike Price/Share, Granted	$ 0.54
Weighted Average Grant Date Fair Value/Share, Granted
Aggregate intrinsic value, Granted
Number of warrants issued, Forfeited	1,567,500
Weighted Average Strike Price/Share, Forfeited	$ 1.86
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	100,804	(253,000)
Weighted Average Strike Price/Share, Expired	$ 1.50	$ 1.50
Weighted Average Grant Date Fair Value/Share, Expired	1.14	1.37
Aggregate intrinsic value, Expired	$ 0.17
Weighted Average Remaining Contractual Term (Years), Granted	7 months 28 days
Number of warrants issued, Forfeited	(1,567,500)
Number of warrants issued, Expired	(100,804)	253,000
Weighted Average Remaining Contractual Term (Years)	2 years 11 months 23 days
Number of warrants issued, Outstanding, Ending of period	5,645,801	1,768,304
Weighted Average Strike Price/Share, Outstanding, Beginning of period	$ 1.84	$ 1.84
Weighted Average Remaining Contractual Term (Years)	3 years	1 year 6 months 29 days
Weighted Average Grant Date Fair Value/Share, ending balance	$ 1.49	$ 1.86
Aggregate intrinsic value, ending balance	$ 1,118,000
Number of warrants issued, Vested and Exercisable, Ending of period	5,645,801
Weighted Average Strike Price/Share, Vested and Exercisable, Ending of period	1.84
Weighted Average Remaining Contractual Term (Years) Vested And Exercisable	3 years
Weighted Average Grant Date Fair Value/Share, Vested and Exercisable, Ending of period	1.49
Aggregate intrinsic value, Vested and Exercisable, Ending of period	1,118,000
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

STOCKHOLDERS DEFICIT (Details N

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
	Dec. 06, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2023	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Common stock per share				$ 7
Granted option fair value		$ 2,980,000		$ 2,980,000
Stock or Unit Option Plan Expense				98,000
Stock-based compensation				74,000
Share-Based Payment Arrangement, Noncash Expense				24,000
Development Costs, Period Cost				2,262,000
Shares new issued				$ 5,959,000
Number of stock option shares, exercised
Options vest and exercisable				6,854,000
Warrants expired				100,804	(253,000)
Warrants forfeited				1,567,500
Warrant One [Member]
Subsidiary, Sale of Stock [Line Items]
Number of securities called by warrants or rights						2,000,000
Warrant Two [Member]
Subsidiary, Sale of Stock [Line Items]
Number of securities called by warrants or rights						3,545,801
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value assumptions, expected volatility rate				123%
Expected Term				2 years 6 months
Risk Free Interest Rate				4.33%
Dividend payments				$ 0
Share price		$ 0.54		$ 0.54
Exercise price of warrant						$ 0.54
Warrant outstanding		$ 2,056,000		$ 2,056,000
Director One [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock purchase		500,000
Director Two [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock purchase		750,000
Director Three [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock purchase		404,000
Director [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock purchase		1,654,000
Directors [Member]
Subsidiary, Sale of Stock [Line Items]
Share price		$ 0.54		$ 0.54
Chief Executive Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock purchase		1,000,000
Share price		$ 0.54		$ 0.54
Chief Operating Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock purchase		1,000,000
Chief Executive Officer And Chief Operating Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock option shares, exercised				1,000,000
Options vest and exercisable				500,000
Chief Executive Officer And Chief Operating Officer [Member] | Stock Option One [Member]
Subsidiary, Sale of Stock [Line Items]
Option Vested				100,000
Chief Executive Officer And Chief Operating Officer [Member] | Stock Option Two [Member]
Subsidiary, Sale of Stock [Line Items]
Option Vested				100,000
Chief Executive Officer And Chief Operating Officer [Member] | Stock Option Three [Member]
Subsidiary, Sale of Stock [Line Items]
Option Vested				100,000
Chief Executive Officer And Chief Operating Officer [Member] | Stock Option Four [Member]
Subsidiary, Sale of Stock [Line Items]
Option Vested				200,000
Chief Executive Officer And Chief Operating Officer [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable	166,667
Options vest and exercisable	500,000
Chief Executive Officer Member And Chief Operating Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Dividend payments				$ 0
Share price		$ 0.50		$ 0.50
Shares new issued				$ 1,060,000
Other Expenses				$ 59,000
Consultants One [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable		350,000
Consultants Two [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable		350,000
Board of Directors [Member]
Subsidiary, Sale of Stock [Line Items]
Share price		$ 0.54		$ 0.54
Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Dividend payments				$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum				322.83%
Share price		0.50		$ 0.50
Shares new issued				$ 189,000
Options vest and exercisable				175,000
Other Expenses				$ 7,000
Consultants [Member] | Stock Option One [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				35,000
Consultants [Member] | Stock Option Two [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				17,500
Consultants [Member] | Stock Option Three [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				17,500
Consultants [Member] | Stock Option Four [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				35,000
Consultants [Member] | Stock Option Five [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				70,000
Consultants [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable	43,750
Options vest and exercisable	175,000
Executive Advisor Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Dividend payments				$ 0
Share price		$ 0.50		$ 0.50
Shares new issued				$ 182,000
Other Expenses				$ 8,000
Executive Advisor Officer [Member] | Stock Option One [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				70,000
Executive Advisor Officer [Member] | Stock Option Two [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				35,000
Executive Advisor Officer [Member] | Stock Option Three [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				35,000
Executive Advisor Officer [Member] | Stock Option Four [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				70,000
Executive Advisor Officer [Member] | Stock Option Five [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable				140,000
Minimum [Member] | Chief Executive Officer Member And Chief Operating Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value assumptions, expected volatility rate				232.67%
Expected Term				4 years 6 months
Risk Free Interest Rate				4.12%
Minimum [Member] | Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum				4.12%
Minimum [Member] | Executive Advisor Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Expected Term				3 years 6 months
Risk Free Interest Rate				4.127%
Maximum [Member] | Chief Executive Officer Member And Chief Operating Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value assumptions, expected volatility rate				235.04%
Expected Term				4 years 9 months 7 days
Maximum [Member] | Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Expected Term				5 years 6 months
Maximum [Member] | Executive Advisor Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value assumptions, expected volatility rate				224.03%
Initial Site Development [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares				250,000
Permits Construction [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares				250,000
Completion of Construction [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares				250,000
Build To Suit [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares				500,000
December Twenty Twenty Three Stock Option [Member]
Subsidiary, Sale of Stock [Line Items]
Granted option fair value		$ 860,000		$ 860,000
Fair value assumptions, expected volatility rate				224.03%
Expected Term				3 years 6 months
Risk Free Interest Rate				4.12%
Dividend payments				$ 0
Share price		$ 0.54		$ 0.54
Shares new issued				$ 860,000
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock per share				$ 0.50
Granted option fair value		$ 300,000		$ 300,000
Fair value assumptions, expected volatility rate				339%
Expected Term				5 years
Risk Free Interest Rate				3.99%
Dividend payments				$ 0
Stock issued during period, shares				9,849,977
Shares new issued				$ 10,000
Common Stock [Member] | Chief Executive Officer Member And Chief Operating Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Development Costs, Period Cost				21,000
Compensation Expense, Excluding Cost of Good and Service Sold				$ 38,000
Common Stock [Member] | Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of options to vest		350,000		350,000
Common Stock [Member] | Executive Advisor Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Number of options to vest		350,000		350,000
Common Stock [Member] | First Anniversary Grant Date [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable		200,000		200,000
Common Stock [Member] | Second Anniversary Grant Date [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable		200,000		200,000
Common Stock [Member] | Third Anniversary Grant Date [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable		200,000		200,000
Incentive Option [Member]
Subsidiary, Sale of Stock [Line Items]
Option Vested			600,000	600,000
Non Qual Option [Member]
Subsidiary, Sale of Stock [Line Items]
Option Vested			1,900,000	1,900,000
Non Qual Option [Member] | Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock per share				$ 0.50
Options vest and exercisable		1,250,000		1,250,000
Granted option fair value		$ 875,000		$ 875,000
Dividend payments				0
Stock-based compensation				70,000
Share-Based Payment Arrangement, Noncash Expense				$ 279,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum				137%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum				338%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum				3.99%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum				5.24%
Development Costs, Period Cost				$ 209,000
Non Qual Option [Member] | Common Stock [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Expected Term				3 years 10 months 24 days
Non Qual Option [Member] | Common Stock [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Expected Term				5 years
Non Qual Option [Member] | Common Stock [Member] | Third Anniversary Grant Date [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable		216,668		216,668
Non Qual Option [Member] | Common Stock [Member] | First And Second Anniversary Grant Date [Member]
Subsidiary, Sale of Stock [Line Items]
Options vest and exercisable		216,666		216,666

SCHEDULE OF INCOME TAX (BENEFIT

SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current provision for income taxes:
Federal
State
Total current income tax
Deferred tax expense:
Federal
State
Total deferred tax
Total income tax

SCHEDULE OF RECONCILIATION OF I

SCHEDULE OF RECONCILIATION OF INCOME TAX (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Taxes calculated at federal rate	21%	21%
Permanent differences	(13.80%)
State tax, net of federal impact
Return to provision
Other	2.30%	14.40%
Change in valuation allowance	(9.50%)	(35.40%)
Provision for income taxes	0%	0%

SCHEDULE OF COMPONENTS OF DEFER

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating loss carryforwards	$ 1,786,000	$ 1,661,000
Stock based compensation	328,000	9,000
Intangible assets	1,000	1,000
Impairment loss	38,000	38,000
Net deferred tax assets	2,153,000	1,709,000
Deferred tax liability
Deferred tax liability
Total deferred tax liability
Valuation allowance	(2,153,000)	(1,709,000)
Net deferred tax

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Current income tax expense
Deferred Income Tax Expense (Benefit)
Operating loss carryforwards	6,295,000
Valuation allowance increased (decreased)	444,000	$ (782,000)
unlimited operating loss carryforwards	$ 6,330,000
Taxable income, rate	80%
After 2017 [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 6,338,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	6,295,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 6,288,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Mar. 01, 2024	Feb. 29, 2024	Dec. 31, 2023	Jan. 31, 2024	Dec. 31, 2022	Jul. 07, 2020
Subsequent Event [Line Items]
Interest payable			$ 122,000		$ 326,000
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued			9,849,977
Subsequent Event [Member]
Subsequent Event [Line Items]
Safety program fee		$ 200,000
Annualy salary	$ 225,000
Annual bonus description	the individual is eligible for an annual bonus of up to 25%, 35%, and 40% of the annual salary
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Annualy salary	$ 240,000
Subsequent Event [Member] | Maximum [Member]
Subsequent Event [Line Items]
Annualy salary	$ 250,000
Subsequent Event [Member] | M1 Advisors LLC [Member]
Subsequent Event [Line Items]
Number of shares issued		100,000
Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument face amount			$ 11,000			$ 11,000
Interest payable			$ 4,000
Promissory Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument face amount		$ 1,000,000
Debt instrument interest rate		10%
Debt instrument, maturity date		May 30, 2024
Warrant term		5 years
Number of purchase warrant		200,000
Warrant exercise price		$ 0.50
Promissory Note [Member] | Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Debt instrument face amount		$ 115,000		$ 341,000
Interest payable		$ 115,000		$ 341,000
Conversion of stock, shares		884,942